Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 15, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | SteadyMed Ltd. | ||
Entity Central Index Key | 1,619,087 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 22,640 | ||
Entity Common Stock, Shares Outstanding | 13,585,810 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 31,851 | $ 6,167 |
Restricted cash | 323 | 1,026 |
Other accounts receivable and prepaid expenses | 288 | 151 |
Total current assets | 32,462 | 7,344 |
LEASE DEPOSIT | 61 | 46 |
SEVERANCE PAY FUND | 124 | 99 |
DEFERRED IPO COSTS | 1,463 | |
PROPERTY AND EQUIPMENT, NET | 2,583 | 1,374 |
Total assets | 35,230 | 10,326 |
CURRENT LIABILITIES: | ||
Current maturity of loan | 230 | 563 |
Trade payables | 1,572 | 1,991 |
Deferred revenues | 1,705 | |
Other accounts payable and accrued expenses | 2,333 | 1,793 |
Total current liabilities | 5,840 | 4,347 |
NON-CURRENT LIABILITIES: | ||
Loan | 219 | |
Deferred revenues | 426 | |
Accrued severance pay | 159 | 132 |
Warrants to purchase Convertible Preferred Shares | 6,072 | |
Other accounts payable | 258 | 208 |
Total non-current liabilities | $ 843 | $ 6,631 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
CONVERTIBLE PREFERRED SHARES: | ||
Series A1-E Preferred Shares of NIS 0.01 par value - Authorized: 0 and 8,060,923 at December 31, 2015 and December 31, 2014, respectively; Issued and outstanding: 0 and 5,895,657 at December 31, 2015 and December 31, 2014, respectively; Aggregate liquidation preference of $0 and $46,694 at December 31, 2015 and December 31, 2014, respectively | $ 35,669 | |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Ordinary Shares of NIS 0.01 par value - Authorized: 50,000,000 and 30,689,077 at December 31, 2015 and December 31, 2014, respectively; Issued and outstanding: 13,585,810 and 502,224 at December 31, 2015 and December 31, 2014, respectively | $ 34 | 2 |
Additional paid-in capital | 91,814 | 2,007 |
Accumulated deficit | (63,301) | (38,330) |
Total shareholders' equity (deficit) | 28,547 | (36,321) |
Total liabilities and shareholders' equity (deficit) | $ 35,230 | $ 10,326 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Temporary Equity Disclosures | ||
Convertible preferred stock, liquidation preference (in dollars) | $ 0 | $ 46,694 |
CONSOLIDATED BALANCE SHEETS (P4
CONSOLIDATED BALANCE SHEETS (Parenthetical 2) - shares | Dec. 31, 2015 | Mar. 01, 2015 | Feb. 28, 2015 | Dec. 31, 2014 |
Temporary Equity Disclosures | ||||
Convertible preferred stock, shares authorized | 0 | 8,060,923 | ||
Convertible preferred stock, shares issued | 0 | 5,895,657 | ||
Convertible preferred stock, shares outstanding | 0 | 5,895,657 | ||
Ordinary Stock Disclosures | ||||
Ordinary stock, shares authorized | 50,000,000 | 50,000,000 | 5,000,000 | 30,689,077 |
Ordinary stock, shares issued | 13,585,810 | 502,224 | ||
Ordinary stock, shares outstanding | 13,585,810 | 502,224 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Licensing revenues | $ 869 | |
Operating expenses: | ||
Research and development | 19,956 | $ 12,876 |
Marketing | 807 | 928 |
General and administrative | 4,791 | 1,996 |
Total operating loss | 24,685 | 15,800 |
Financial expense (income), net | (88) | 2,995 |
Loss before taxes on income | 24,597 | 18,795 |
Taxes on income | (374) | (245) |
Net loss | $ 24,971 | $ 19,040 |
Net loss per share: | ||
Basic and diluted net loss per Ordinary Share | $ (2.45) | $ (44.15) |
Weighted average number of Ordinary Shares used in computing basic and diluted net loss per share | 10,593,227 | 501,968 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Ordinary Shares | Additional paid-in capital | Accumulated deficit | Total |
Balance, beginning at Dec. 31, 2013 | $ 2 | $ 1,773 | $ (19,290) | $ (17,515) |
Balance, beginning (in shares) at Dec. 31, 2013 | 501,828 | |||
Increase (decrease) in Stockholders' Equity | ||||
Exercise of options | 1 | 1 | ||
Exercise of options (in shares) | 396 | |||
Stock-based compensation | 233 | 233 | ||
Net loss | (19,040) | (19,040) | ||
Balance, ending at Dec. 31, 2014 | $ 2 | 2,007 | (38,330) | (36,321) |
Balance, ending (in shares) at Dec. 31, 2014 | 502,224 | |||
Increase (decrease) in Stockholders' Equity | ||||
Exercise of options | 145 | 145 | ||
Exercise of options (in shares) | 56,366 | |||
Conversion of Convertible Preferred Shares into Ordinary Shares upon IPO | $ 18 | 47,057 | 47,075 | |
Conversion of Convertible Preferred Shares into Ordinary Shares upon IPO (in shares) | 7,464,320 | |||
Conversion of warrants to purchase Convertible Preferred Shares into warrants to purchase Ordinary Shares | 87 | 87 | ||
Conversion of warrants to purchase Convertible Preferred Shares into Ordinary Shares | $ 2 | 5,943 | 5,945 | |
Conversion of warrants to purchase Convertible Preferred Shares into Ordinary Shares (in shares) | 697,448 | |||
Issuance of Ordinary Shares, net of issuance costs of $5,256, upon IPO | $ 12 | 34,684 | 34,696 | |
Issuance of Ordinary Shares, upon IPO (in shares) | 4,700,000 | |||
Issuance of Ordinary Shares, net of underwriters' fees of $98 | 1,308 | 1,308 | ||
Issuance of Ordinary Shares, net of underwriters' fees (in shares) | 165,452 | |||
Stock-based compensation | 583 | 583 | ||
Net loss | (24,971) | (24,971) | ||
Balance, ending at Dec. 31, 2015 | $ 34 | $ 91,814 | $ (63,301) | $ 28,547 |
Balance, ending (in shares) at Dec. 31, 2015 | 13,585,810 |
STATEMENTS OF CHANGES IN SHARE7
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY DEFICIT | |
Stock issuance costs | $ 5,256 |
Underwriters' fees | $ 98 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (24,971) | $ (19,040) |
Adjustments required to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 583 | 233 |
Depreciation | 339 | 204 |
Impairment of property and equipment | 380 | 0 |
Accrued severance pay, net | 3 | 13 |
Amortization of discount on loan | 11 | 12 |
Revaluation of fair value of warrants to purchase Convertible Preferred Shares | (40) | 2,927 |
Decrease (increase) in other accounts receivable and prepaid expenses | (138) | 291 |
Increase in deferred revenues | 2,131 | |
Increase (decrease) in trade payables | (467) | 1,190 |
Increase in other accounts payable and accrued expenses | 590 | 799 |
Net cash used in operating activities | (21,579) | (13,371) |
Cash flows from investing activities: | ||
Proceeds from maturity of investment in restricted cash | 703 | 703 |
Purchase of property and equipment | (1,880) | (948) |
Investment in lease deposit | (15) | |
Net cash used in investing activities | (1,192) | (245) |
Cash flows from financing activities: | ||
Proceeds from issuance of Preferred shares and warrants, net of issuance costs | 11,406 | 19,206 |
Deferred IPO costs | (933) | |
Proceeds from issuance of Ordinary Shares, net of issuance costs upon IPO | 36,159 | |
Proceeds from issuance of Ordinary Shares, net of underwriters' fees | 1,308 | |
Repayment of loan | (563) | (563) |
Proceeds from exercise of options into Ordinary Shares | 145 | 1 |
Net cash provided by financing activities | 48,455 | 17,711 |
Net increase in cash and cash equivalents | 25,684 | 4,095 |
Cash and cash equivalents at the beginning of the year | 6,167 | 2,072 |
Cash and cash equivalents at the end of the year | 31,851 | 6,167 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment | 48 | |
Conversion of Convertible Preferred Shares into Ordinary Shares | 47,075 | |
Conversion of Warrants to purchase Convertible Preferred Shares into Ordinary Shares | 5,945 | |
Non-cash deferred IPO costs | 933 | 529 |
Conversion of warrants to purchase Convertible Preferred Shares into warrants to purchase Ordinary Shares | 87 | |
Cash paid during the year: | ||
Interest | 30 | $ 60 |
Taxes on income | $ 325 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2015 | |
GENERAL | |
GENERAL | NOTE 1:—GENERAL a. SteadyMed Ltd. (the "Company") was incorporated and is located in Israel, commenced its operations on June 15, 2005 and, together with its wholly-owned subsidiary, SteadyMed Therapeutics, Inc. ("Inc."), and Inc.'s wholly-owned subsidiary, SteadyMed U.S. Holdings, Inc. ("Holdings"), is a specialty pharmaceutical company focused on the development and commercialization of therapeutic product candidates that address the limitations of market-leading products in certain orphan and other well-defined high-margin specialty markets. The Company's primary focus is to obtain approval in the US for the sale of Trevyent® for the treatment of pulmonary arterial hypertension ("PAH"). The Company is also developing two products for the treatment of post-surgical and acute pain in the home setting. Its product candidates are enabled by its proprietary PatchPump®, which is a discreet, water resistant and disposable drug administration technology that is aseptically prefilled with liquid drug at the site of manufacture and pre-programmed to deliver an accurate, steady flow of drug to a patient, either subcutaneously or intravenously. Inc. and Holdings are located in the United States, and commenced operations on January 1, 2012 and March 25, 2015, respectively. The principal executive officers of the Company are located in the offices of Inc. and Holdings, and Inc.'s and Holdings' principal business activities are to provide executive management and administrative support functions to the Company. b. The Company had a shareholders' equity (deficit) of $28,547 and $(36,321) as of December 31, 2015 and December 31, 2014, respectively. The shareholders' deficit as of December 31, 2014, resulted from its Convertible Preferred Shares being classified as temporary equity and the warrants to purchase Convertible Preferred Shares being classified as a non-current liability. The Convertible Preferred Shares were only redeemable upon contingent events that were not probable and the warrants included down round protection provisions. During the year ended December 31, 2015, upon consummation of the Company's Initial Public Offering ("IPO"), the Convertible Preferred Shares and a majority of the warrants to purchase Convertible Preferred Shares were converted into Ordinary Shares of the Company, par value NIS 0.01 per share ("Ordinary Shares") and therefore classified as shareholders' equity (See also Note 1c). For the year ended December 31, 2015, the Company incurred operating losses of $24,685 and negative cash flows from operating activities of $21,579. The Company's current cash and cash equivalents will not be enough to support the Company's future operations for the next 12 months. In 2016, management intends to raise significant additional capital by way of a private placement of debt and/or equity and/or a secondary public offering to allow the Company to continue as a going concern. While the Company believes in its ability to raise additional capital, there can be no assurance that it will be able to do so. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. c. Initial Public Offering: On March 19, 2015, a registration statement covering the public sale of 4,700,000 Ordinary Shares was declared effective by the U.S. Securities and Exchange Commission ("SEC"). Commencing on March 20, 2015, the Company's Ordinary Shares began trading on the NASDAQ Stock Market under the ticker symbol "STDY". On March 25, 2015, the Company closed its IPO at a price of $8.50 per share and the aggregate net proceeds received by the Company from the offering were $34,696, net of underwriting discounts and commissions and offering expenses payable by the Company. On April 22, 2015, the Company's underwriters exercised a portion of their overallotment option pursuant to which they purchased 165,452 Ordinary Shares of the Company for $1,308 net of underwriters' fees and commissions. Upon the closing of the IPO, all shares of the Company's outstanding Convertible Preferred Shares were automatically converted into 7,464,320 Ordinary Shares. As of December 31, 2014, there were 711,120 outstanding warrants exercisable into Convertible Preferred Shares. Prior to the IPO, all but 10,191 warrants were exercised into Ordinary Shares. Of the exercised warrants, 295,697 were exercised for cash, and 405,232 were exercised on a cashless basis, resulting in the net exercise of 401,746 warrants (and 3,486 warrants were cancelled). Upon the closing of the IPO, the 10,191 warrants outstanding were automatically converted into warrants to purchase Ordinary Shares. d. On June 28, 2015, the Company entered into an Exclusive License and Supply Agreement (the "Agreement") with Cardiome Pharma Corp. and Correvio International Sárl ("hereinafter collectively referred to as "Cardiome") pursuant to which an exclusive royalty bearing license to certain of the Company's patents relating to Trevyent® ("License") was granted to Cardiome in order to develop and commercialize Trevyent, if approved for the treatment of PAH in certain regions outside the US; specifically, Europe, Canada and the Middle East (the "Regions"). The Company is obligated to perform services ("Services") until March 31, 2017 to Cardiome. Cardiome is responsible for the regulatory submissions and approvals and commercialization of Trevyent in the Regions. In addition, the Company has agreed to supply Trevyent as finished goods to Cardiome upon commercialization of Trevyent® in the Regions ("Supply Services"). Cardiome made a $3 million upfront payment to the Company and the Agreement provides for future regulatory, third-party payor reimbursement approval and commercialization milestone payments to be achieved by Cardiome of up to $9.25 million and a scaling royalty ranging from the low teens to mid-teens percent on future Trevyent sales by Cardiome in the Regions. In addition, there is a fixed price on finished goods to be supplied by the Company as part of the Supply Services. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:—SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared according to United States generally accepted accounting principles ("U.S. GAAP"). a. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, share-based compensation cost, revenue recognition, as well as liability in respect of warrants to purchase Convertible Preferred Shares. The Company's management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. b. Principles of consolidation: The consolidated financial statements include the accounts of the Company, Inc. and Holdings. All intercompany balances and transactions have been eliminated upon consolidation. c. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars. The Company's financing activities are conducted in U.S. dollars. Although a portion of the Company's expenses are denominated in New Israeli Shekels ("NIS") (mostly salaries and rent), and Pounds Sterling (consultant costs), a substantial portion of its expenses are denominated in U.S. dollars. The Company's management believes that the currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar ("dollar"); thus, the dollar is the functional currency of the Company. Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC No. 830, "Foreign Currency Matters". All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of comprehensive loss as financial income or expense, as appropriate. d. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. Cash equivalents were comprised of money market funds and reverse repurchase agreements ("RRAs") which are fully collateralized and are generally outstanding for a short period of time with maturities of less than three months from the date of purchase. The required collateral for the RRAs is either U.S. Treasury or Federal Agency securities at a minimum rate of 102% of the RRAs' principal balance. e. Restricted cash: Restricted cash represents cash which is used as collateral for a Company's credit card issued by a commercial bank and also as security in respect of the Loan's covenants (see also Note 6). f. Lease deposit: A non-current lease deposit was made pursuant to the Company's and Inc.'s office lease. g. Research and development costs: Research and development expenses are charged to the statement of comprehensive loss as incurred. h. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and peripheral equipment 33 Laboratory equipment 7 - 15 Office furniture and equipment 6 Leasehold improvements Over the shorter of the lease term or useful economic life Property and equipment are reviewed for impairment in accordance with ASC No. 360, "Property, Plant and Equipment," whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2015 and 2014, the Company recorded an impairment loss in the amount of $380 and $0 respectively. i. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and restricted cash. The vast majority of cash and cash equivalents of the Company, Inc. and Holdings is invested in short-term RRAs fully-collateralized by U.S. Treasury and Federal Agency securities. Such cash and cash equivalents in U.S. banks may be in excess of insured limits and are not insured in other jurisdictions. Generally, cash and cash equivalents may be redeemed and therefore a minimal credit risk exists with respect to these investments. j. Advertising costs: Advertising costs related to ongoing activities are expenses as incurred. For the years ended December 31, 2015 and 2014, advertising costs totaled $153 and $180, respectively. k. Revenue recognition: The Company generates revenue from the Agreement described in Note 1d. Pursuant to the Agreement, the Company identified the following performance deliverables at the inception of the Agreement: (i) an exclusive royalty bearing license to certain of the Company's patents related to Trevyent, which was transferred immediately upon signing of the Agreement, (ii) certain Services expected to be performed over a period until March 2017 and (iii) Supply Services of Trevyent® product upon commercialization. The Company recognizes revenue in accordance with ASC 605-25, "Multiple-Element Arrangements" pursuant to which each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has "stand-alone value" to the customer. The arrangement's consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable which is based on the Estimated Selling Price ("ESP"). The License and Services are determined to be one unit of accounting since the License has no value to Cardiome on a stand-alone basis. The Supply Services are also determined to be a unit of accounting. The consideration allocated to the License and Services of $3,000 is recognized on a straight-line basis over the performance period of the Services estimated to be provided until March 31, 2017. Contingent payments related to milestones will be recognized immediately upon satisfaction of the milestone and contingent payments related to royalties will be recognized in the period that the related sales have occurred. Revenues from product sales will be recognized when delivery has occurred, persuasive evidence of an arrangement exists, the vendor's fee is fixed or determinable, no future obligation exists and collectability is reasonably assumed. l. Income taxes: The Company accounts for income taxes in accordance with ASC No. 740, "Income Taxes," ("ASC 740"), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Interest and penalties, if any, are included as components of taxes on income and other accounts payable. m. Severance pay: The liability for severance pay is calculated pursuant to Israel's Severance Pay Law (the "ISPL") based on the most recent salary of the employees located in Israel multiplied by the number of years of employment as of the balance sheet date. Employees are entitled to one month's salary for each year of employment or a portion thereof. The liability for all of its employees in Israel is fully provided by monthly deposits with insurance policies and by an accrual. The deposited funds include interest accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to ISPL or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies, and includes immaterial interest on the investments underlying the insurance policies. Since inception, some of the Company's employees are included under Section 14 of the ISPL. Under this section, the employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. Deposits under Section 14 are not recorded as an asset in the Company's balance sheet. Total expense related to severance pay is $49 and $66, for the years ended December 31, 2015 and 2014, respectively. n. Fair value of financial instruments: The Company applies ASC 820, "Fair Value Measurements and Disclosures", ("ASC 820"), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, restricted cash, other accounts receivable, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. RRAs were classified as Level 2 as the fair value is determined using a discounted cash flow model with all significant inputs derived from or corroborated with observable market data. The Company's financial assets and liabilities measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of the following dates: December 31, 2015 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Reverse repurchase agreement $ $ — $ $ — Total financial assets $ $ — $ $ — December 31, 2014 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Warrants to purchase Convertible Preferred Shares $ $ — $ — $ Total financial liabilities $ $ — $ — $ o. Convertible Preferred Shares: Prior to the Company's IPO, the Company classified its Convertible Preferred Shares outside of shareholders' equity because certain features of the Company's Articles of Association (the "AOA") would require redemption of some or all classes of Convertible Preferred Shares upon events not solely within the control of the Company. p. Warrants to purchase Convertible Preferred Shares: Until the Company's IPO in March 2015, the Company accounted for warrants to purchase shares of its Convertible Preferred Shares held by investors and others which include down round protection provisions as a liability according to the provisions of ASC 815-40, "Derivatives and Hedging Contracts in Entity's Own Equity" ("ASC 815"), which provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer's own share and thus able to qualify to be a derivative financial instrument. The Company measures the warrants at fair value by using the Monte Carlo Cliquent Option Pricing Model ("Monte Carlo Cliquent Model") in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company's statement of comprehensive loss as financial expense (income), net. During the year ended December 31, 2015, subsequent to the Company's completion of its IPO, the Convertible Preferred Shares and majority of the warrants to purchase Convertible Preferred Shares were converted into Ordinary Shares of the Company, par value NIS 0.01 per share and therefore classified as shareholders' equity. q. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite or derived service periods in the Company's consolidated statement of comprehensive loss. The Company recognizes compensation expense for the value of its awards granted based on the straight-line method over the requisite or derived service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model which requires a number of assumptions, of which the most significant are the fair market value of the underlying Ordinary Shares until the company's IPO, expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatilities of similar entities in the related sector index. The expected option term represents the period that the Company's stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Prior to the Company's IPO, the fair value of Ordinary Shares underlying the options was determined by the Company's Board of Directors with the assistance of an independent valuation firm. Because there has been no public market for the Ordinary Shares, the Board of Directors has determined fair value of the Ordinary Shares at the time of grant of by considering a number of objective and subjective factors including data from other comparable companies, sales of convertible Preferred Shares to unrelated third parties, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors. For all reported periods and until June 30, 2014, the valuations were performed using the Option Pricing Method ("OPM"). Commencing June 30, 2014 and until the Company's Ordinary Shares began trading, the valuation was performed by using the Hybrid Method by combining the OPM and an IPO scenario to determine the fair value of the Company's Ordinary Shares. r. Basic and diluted net loss per share: The Company applies the two class method as required by ASC 260-10, "Earnings Per Share" ("ASC 260-10") which requires the income or loss per share for each class of shares (ordinary and preferred shares) to be calculated assuming 100% of the Company's earnings are distributed as dividends to each class of shares based on their contractual rights. No dividends were declared or paid during the reported periods. According to the provisions of ASC 260-10, the Company's Convertible Preferred Shares are not participating securities in losses and, therefore, were not included in the computation of net loss per share. Basic and diluted net loss per share is computed based on the weighted-average number of Ordinary Shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of Ordinary Shares outstanding during the year, plus dilutive potential shares considered outstanding during the year, in accordance with ASC 260-10. Basic and diluted net loss per share of Ordinary Shares was the same for each period presented as the inclusion of all potential Ordinary Shares outstanding was antidilutive. For the years ended December 31, 2015 and 2014, all outstanding Convertible Preferred Shares, options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive and the total number of Convertible Preferred Shares, options and warrants that have been excluded from the calculation was 1,260,089 and 6,795,045, respectively. s. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2015 and 2014, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. t. Impact of recently issued accounting standards: 1. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the entity expects to receive in exchange for those goods and services (The effective date of ASU 2014-09 is for annual reporting periods beginning after December 15, 2017). In July 2015, the FASB decided to defer by one year the effective date of this ASU. The ASU has not yet been adopted and the Company is currently evaluating the impact that the adoption of ASU 2014-09 will have on its financial statements. 2. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about on Entity's Ability to Continue as o Going Concern" (ASU 2014-15). The standard requires management to evaluate, at each interim and annual reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued, and provide related disclosures. The update will become effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. The ASU has not yet been adopted but the Company does not expect this standard to have a material impact on its Consolidated Financial Statements. 3. In April 2015, the FASB Issued ASU 2015-03, "Interest-Imputation of Interest". ASU 2015-03 reduces the complexity of disclosing debt issuance costs and debt discount and premium on the balance sheet by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of ASU 2015-03 is for interim and annual reporting periods beginning after December 15, 2015. The ASU does not have a material impact on the Company's financial position, cash flows or results of operations. 4. In February 2016, the FASB issued ASU 2016-02—Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact our consolidated financial statements as we have certain operating lease arrangements. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption of this standard on its consolidated financial statements. |
OTHER ACCOUNTS RECEIVABLE AND P
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2015 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | NOTE 3:—OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES December 31, 2015 2014 Prepaid expenses $ $ Government authorities Others — $ $ |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | NOTE 4:—PROPERTY AND EQUIPMENT, NET The composition of property and equipment is as follows: December 31, 2015 2014 Cost: Computers and peripheral equipment $ $ Laboratory equipment Office furniture and equipment Leasehold improvements Accumulated depreciation: Computers and peripheral equipment Laboratory equipment Office furniture and equipment Leasehold improvements Property and equipment, net $ $ Depreciation expense is $339 and $204 for the years ended December 31, 2015 and 2014, respectively. |
OTHER ACCOUNTS PAYABLE AND ACCR
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2015 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5:—OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2015 2014 Employee and payroll accruals $ $ Accrued expenses $ $ |
LOAN
LOAN | 12 Months Ended |
Dec. 31, 2015 | |
LOAN | |
LOAN | NOTE 6:—LOAN On February 20, 2013, Inc. signed a Loan and Security Agreement ("Agreement") with a commercial bank ("Bank") pursuant to which $1,500 ("Loan") was provided at the closing date at a variable annual rate equal to the greater of 5.25% or the three-year constant maturity treasury rate plus 5%. From September 30, 2013, the outstanding Loan will be repaid in 32 equal installments through May 22, 2016 ("Maturity Date"). On February 15, 2015, the Agreement was amended to add Holdings as a co-borrower (collectively, Inc. and Holdings are the "Borrower"). Under the Agreement, the Borrower must maintain at all times through the Maturity Date a cash balance at the lending Bank of not less than 125% of the outstanding loan principal. In addition, the Borrower is permitted to transfer cash to the Company from time to time, however, at all times at least 90% of the aggregate amount of cash of the consolidated entities must be held by the Borrower. Further the Borrower pledged to the Bank a continuing security interest in all of its assets, excluding intellectual property, and agreed not to pledge its intellectual property to any third party. On February 20, 2013, the Company entered into an Unconditional Guarantee agreement with the Bank that was updated on February 15, 2015 under which it unconditionally guaranteed to the Bank the prompt and complete payment and performance of all of Borrower's obligations to the Bank. In addition, the Company granted and pledged to the Bank a fixed charge over all issued and outstanding shares of Inc. which are owned and held by the Company as set forth in the Debenture of Fixed Charge (the "Debenture") between the Company and the Bank (the "Fixed Charged Assets") and a floating charge over all of the present and future assets of the Company as they may be from time to time, excluding any intellectual property assets (the "Floating Charged Assets"), the Company also agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its assets other than as set forth in the Debenture. As of December 31, 2015 and 2014, the Company has met all the aforementioned financial covenants. As part of the Agreement, the Company issued the Bank warrants to purchase 7,332 shares of Series D Preferred Shares at an exercise price of $6.14 per Preferred D Share. The warrant has an exercise period which is the earliest of ten years after February 20, 2013, consummation of a qualified IPO as determined for such warrants or the automatic conversion of Convertible Preferred Shares into Ordinary Shares as defined in the applicable AOA. Such warrants were exercised on a cashless basis during the year ended December 31, 2015. The Loan balance consists of the following: December 31, 2015 2014 Opening balance $ $ Repayment of loan ) ) Amortization of discount $ $ Based on the aforementioned cash covenant, the Company restricted certain of its cash of $293 and $996 as of December 31, 2015 and 2014, respectively. |
WARRANTS TO PURCHASE CONVERTIBL
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES | 12 Months Ended |
Dec. 31, 2015 | |
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES | |
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES | NOTE 7:—WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES The table below summarizes the outstanding warrants as of December 31, 2014: Number of warrants outstanding Fair value of warrants outstanding Warrants to purchase Series A2 Preferred Shares(a) $ Warrants to purchase Series D Preferred Shares(b)(c) Warrants to purchase Series E Preferred Shares(d) Total $ (a) On January 26, 2009, the Company signed share purchase agreements with certain investors pursuant to which warrants were granted to purchase 17,841 Series A2 Preferred Shares at an exercise price of NIS 0.001 per share. These warrants had an exercise term of seven years. In addition, during 2010-2012 warrants to purchase 10,850 Series Preferred A2 Shares were issued to such investors as the result of triggering an anti-dilution feature. Such warrants had an exercise price of NIS 0.001 per share and an exercise period which is the earliest of seven years after July 19, 2012, consummation of a qualified IPO as determined for such warrants or the automatic conversion of Preferred Shares into Ordinary Shares as defined in the AOA. (b) On July 19, 2012, the Company signed share purchase agreements with its existing and new investors pursuant to which warrants were granted to such investors and a warrant to a placement agent as a finder's fee, to purchase 424,824 and 9,781 shares, respectively, of Series D Preferred Shares at an exercise price of NIS 0.001 per share. These warrants have an exercise term of which is the earliest of seven years after July 19, 2012, consummation of a qualified IPO as determined for such warrants, the automatic conversion of Preferred Shares into Ordinary Shares as defined in the applicable AOA or a deemed liquidation event as determined in the AOA. (c) On February 20, 2013, Inc. signed an Agreement pursuant to which warrants were granted to the Bank to purchase 7,332 Series D Preferred Shares at an exercise price of $6.14 per share. The warrant had an exercise term which is the earliest of ten years after February 20, 2013, consummation of a qualified IPO as determined for such warrants or the automatic conversion of Preferred Shares into Ordinary Shares as defined in the AOA. (d) On February 17, 2014, the Company signed share purchase agreements with its existing and new investors pursuant to which warrants were granted to such investors to purchase 240,491 shares of Series E Preferred Shares at an exercise price of $0.001 per share. These warrants were exercisable until the earliest of seven years after February 17, 2014, consummation of a qualified IPO as determined for such warrants or the automatic conversion of Preferred Shares into Ordinary Shares as defined in the AOA. The exercise price and the number of shares to be issued upon exercise of the above warrants are subject to weighted average adjustments for dilution and therefore are classified as liability in accordance with ASC 815 and re-measured using the Monte Carlo Cliquent Model as described below. In estimating the warrants' fair value, the Company used the following assumptions: Investors and finder fee warrants: December 31, 2014 Risk-free interest rate(1) 0.28% - 1.83% Expected volatility(2) 44.9% - 116.8% Expected life (in years)(3) 1.08 - 6.13 Expected dividend yield(4) 0% Fair value: Per warrant $7.32 - 10.10 Bank warrants: December 31, 2014 Risk-free interest rate(1) % Expected volatility(2) % Expected life (in years)(3) Expected dividend yield(4) % Fair value: Per warrant $ (1) Risk free interest rate based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility was calculated based on actual historical share price movements of companies in the same industry over a term that is equivalent to the expected term of the option. (3) Expected life was based on the contractual term of the warrants. (4) Expected dividend yield was based on the fact that the Company has not paid dividends to its shareholders in the past and does not expect to pay dividends to its shareholders in the future. Upon consummation of the Company's IPO, all but 10,191 warrants to purchase Convertible Preferred Shares were exercised into Ordinary Shares. The aforementioned 10,191 warrants have been converted into 10,191 warrants to purchase Ordinary Shares with standard anti-dilution protections provisions. As of December 31, 2015, such 10,191 warrants to purchase Ordinary Shares are still outstanding. The changes in Level 3 liabilities associated with warrants to purchase Convertible Preferred Shares are measured at fair value on a recurring basis. The following tabular presentation reflects the components of liability associated with warrants as of December 31, 2015: Fair value of warrants to purchase Convertible Preferred Shares Balance at January 1, 2014 $ Issuance of warrants to purchase Convertible Preferred Shares Revaluation of warrants to purchase Convertible Preferred Shares(1) Balance at December 31, 2014 Revaluation of warrants to purchase Convertible Preferred Shares(2) ) Classification to equity upon conversion of warrants(3) ) Classification to equity upon automatic conversion into warrants to purchase Ordinary Shares(4) ) Balance at December 31, 2015 $ — (1) The Company re-measured these warrants at fair value in the total amount of $6,072 as of December 31, 2014. Consequently, during the year ended December 31, 2014, the Company recorded $ 2,927 as financial expenses as a result of changes in the Company's warrants' value. (2) The Company re-measured these warrants at fair value in the total amount of $6,032 prior to the IPO in March, 2015. Consequently, during the year ended December 31, 2015, the Company recorded $40 as financial income as a result of changes in the Company's warrants' value. (3) As of December 31, 2014, there were 711,120 outstanding warrants exercisable into Convertible Preferred Shares. Prior to the IPO, all but 10,191 warrants were exercised into Ordinary Shares. Of the exercised warrants, 295,697 were exercised for cash, and 405,232 were exercised on a cashless basis, resulting in the net exercise of 401,746 warrants (and 3,486 warrants were cancelled). Upon the closing of the IPO, the 10,191 warrants outstanding were automatically converted into warrants to purchase Ordinary Shares. (4) Classification of 10,191 warrants to purchase Convertible Preferred Shares converted into 10,191 warrants to purchase Ordinary Shares. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 8:—COMMITMENTS AND CONTINGENT LIABILITIES a. The Company's lease agreement for its Israeli offices had a three year term ending June 30, 2015. The lease was amended to extend the term by an additional six months, and on July 22, 2015. The Company exercised an option to extend the lease term for an additional 24 months ending December 31, 2017. Inc.'s lease agreement for its U.S. offices had a 17-month term ending February 28, 2015 continued on a month-to -month basis through July 31, 2015. In May 2015, Inc. signed a lease agreement for a period of four years. As of December 31, 2015, the future minimum aggregate lease commitments under non-cancelable operating lease agreements are as follows: As of December 31, Total 2016 $ 2017 2018 2019 $ b. During the years 2005- 2010, the Company received grants under the royalty-bearing programs administered by the Office of the Chief Scientist ("OCS"), and from the Incubator, RAD BioMed Ltd. In May 2015, the OCS approved the Company's request to transfer manufacturing rights outside of Israel, noting that the Company would be required to pay an increased royalty rate without providing any specifics. Therefore, if income will be generated from the funded research program, the Company will be obligated to pay royalties on such revenue at a rate between 4% for the first three years and 4.5% commencing the fourth year and up to 150% to 300% of the amount received, linked to the LIBOR. As of December 31, 2015, the total amount of grants received from the OCS and the Incubator was $746 including interest. The revenues under the Agreement with Cardiome are subject to royalties under the above programs. Royalty expenses relating to the OCS in connection to the aforesaid Agreement for the year ended December 31, 2015 were $35. In the event that intellectual property rights are deemed to be transferred out of Israel, the grants received from the OCS and the Incubator may become a loan to be repaid immediately at up to 600% of the grants amounts. Currently, the Company's management believes no intellectual property has been transferred out of Israel and disclosure of the Company's know how is made solely in connection with the transfer of manufacturing rights of the Company's products to subcontractors. Accordingly, no provision has been recorded in such respect. c. In October 2015, the Company filed a petition with the Patent Trial and Appeal Board ("PTAB") of the United States Patent and Trademark Office for an inter partes review of U.S. Patent No. 8,497,393 (the "'393 Patent") granted to United Therapeutics Corporation ("UTC"), seeking to invalidate this patent. The '393 Patent relates to a process for preparing prostacyclin derivatives such as treprostinil. Treprostinil is used in Trevyent. UTC filed a response to the Company's petition in January 2016, defending the '393 Patent. The Company expects the PTAB to decide whether to institute the review of the '393 Patent by mid-April 2016. According to the Company and its legal advisors, the outcome of the PTAB's review cannot be determined at this time. |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2015 | |
TAXES ON INCOME | |
TAXES ON INCOME | NOTE 9:—TAXES ON INCOME a. Tax rates applicable to the Company: 1. Taxable income of the Company is subject to the Israeli corporate tax at the following rates: 2014 and 2015- 26.5%. 2. On January 5, 2016, the Israeli Parliament officially published the Law for the Amendment of the Israeli Tax Ordinance (Amendment 216), that reduces the standard corporate income tax rate from 26.5% to 25%. b. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the "Law"): On April 1, 2005, an amendment to the Law came into effect ("the Amendment") and has significantly changed the provisions of the Law. The Amendment limits the scope of enterprises which may be approved by the Investment Center by setting criteria for the approval of a facility as an Approved Enterprise, such as provisions generally requiring that at least 25% of the Approved Enterprise's income will be derived from export. Additionally, the Amendment enacted major changes in the manner in which tax benefits are awarded under the Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits. During 2013, the Company elected 2012 as a "Year of Election" to receive "Beneficiary Enterprise" status. Under the Law and its Amendment, the Company is entitled to various tax benefits, defined by this law, under the "Alternative Benefits" track as a Beneficiary Enterprise. Pursuant to the beneficiary program, the Company is entitled to a tax benefit period of seven to ten years on income derived from this program as follows: the Company is fully tax exempted for a period of the first two years and for the remaining five to eight subsequent years is subject to tax at a rate of 10% -25% (based on the percentage of foreign ownership of the Company). The benefit period begins in the year in which taxable income is first earned, limited to 12 years from the Year of Election. If dividends are distributed out of tax exempt profits, the Company will then become liable for tax at the rate applicable to its profits from the Beneficiary Enterprise in the year in which the income was earned, as if it had not chosen the alternative track of benefits. The dividend recipient is subject to withholding tax at the rate of 15% applicable to dividends from Beneficiary enterprises, if the dividend is distributed during the tax benefits period or within twelve years thereafter. This limitation does not apply to a foreign investors' company. The Company currently has no plans to distribute dividends and intends to retain future earnings to finance the development of its business. The above benefits are conditioned upon the fulfillment of the conditions stipulated by the Law and regulations published thereunder, including certain restrictions on manufacturing outside of Israel. In the event of failure to comply with these conditions, the benefits may be canceled and the Company may be required to refund the amount of the benefits, in whole or in part, including interest and linked to changes in the Israeli CPI. As a result of the amendment, tax-exempt income generated under the provisions of the Law will subject the Company to taxes upon distribution or liquidation and the Company may be required to record a deferred tax liability with respect to such tax-exempt income. Through December 31, 2015 and 2014, the Company had not generated income under the provision of the Law. Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendments 68 and 71): In December 2010, the "Knesset" (Israeli Parliament) passed the Law for Economic Policy for 2011 and 2012 (Amended Legislation), 2011 ("the Amendment"), which prescribes, among others, amendments in the Law. The Amendment became effective as of January 1, 2011. According to the Amendment, the benefit tracks in the Law were modified and a flat tax rate applies to the Company's entire privileged income under its status as a privileged company with a privileged enterprise. Commencing from the 2011 tax year, the Company can elect (without possibility of reversal) to apply the Amendment in a certain tax year and from that year and thereafter, it will be subject to the amended tax rates. According to the Amendment, the tax rate on preferred income form a preferred enterprise in 2014 and thereafter will be 16% (in development area A—9%). The Amendment also prescribes that any dividends distributed to individuals or foreign residents from the preferred enterprise's earnings as above will be subject to tax at a rate of 20%. The Company estimates that the effect of the change in tax rates will not have a material impact on the consolidated financial statements. On August 5, 2013, the Knesset issued the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets for 2013 and 2014), 2013 which consists of Amendment 71 to the Law (the "Amendment"). c. Losses for tax purposes: The Company has accumulated net operating losses for Israeli income tax purposes as of December 31, 2015 in the amount of approximately $41,059. The net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. d. Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows: December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ $ Research and development credits Accrued social benefits and other Issuance cost related to IPO — Deferred tax assets before valuation allowance Valuation allowance ) ) Net deferred tax asset $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at December 31, 2015 and 2014. e. Loss (income) before taxes on income consists of the following: December 31, 2015 2014 Domestic $ $ Foreign ) ) $ $ f. The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. g. Uncertain tax positions: A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows: December 31, 2015 2014 Unrecognized tax benefits, beginning of year $ $ Increase in unrecognized tax benefits for current year $ $ As of December 31, 2015, the Company is subject to Israeli income tax audits for the tax years 2012 through 2015 and Inc. and Holdings are subject to U.S. federal income tax audits for the tax years of 2012 through 2015. h. Taxes on income for the year ended December 31, 2015 are comprised mainly of taxes incurred as a result of the implementation of the cost plus services agreement with Inc. and Holdings. |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2015 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 10:—SHAREHOLDERS' EQUITY (DEFICIT) a. Share capital is composed as follows: December 31, 2014 December 31, 2015 Authorized Authorized Issued and outstanding Number of shares Issued and outstanding Ordinary share of NIS 0.01 par value Series A1 Preferred share of NIS 0.01 par value — — Series A2 Preferred share of NIS 0.01 par value — — Series B Preferred share of NIS 0.01 par value — — Series C Preferred share of NIS 0.01 par value — — Series D Preferred share of NIS 0.01 par value — — Series E Preferred share of NIS 0.01 par value — — — — Total The Ordinary Shares entitle their holders to one vote per share on all matters to be voted on by the shareholders of the Company, to receive dividends according to Board of Directors' decision, to participate in the balance of the Company's assets remaining after liquidation, dissolution or winding up, ratably in proportion to the number of shares of Ordinary Shares held by them, to increase or decrease Ordinary Shares, any other preferences, voting powers, relative, participating, optional or other special rights and privileges right compulsorily granted by the law to the holders of Ordinary Shares. b. On February 17, 2014 and April 9, 2014, the Company executed the first and second closings in total gross amount of $13,608 and $5,625 at a price per share of $8.49 for the issuance of 1,603,297 and 662,725 Series E Preferred Shares, respectively, and 240,491 warrants to Preferred E Shares with an exercise price of $0.001 per Preferred E Share, exercisable until the earliest of seven years after February 17, 2014, the consummation of an initial public offering or a merger and acquisition event. The issuance costs related to the above investment round amounted to $26. The exercise price and the number of shares to be issued upon exercise of the warrants were subject to weighted average adjustments for dilution in accordance with ASC 815 and therefore classified as a liability and re-measured using the Monte Carlo Cliquent Model (see also Note 7(d)). c. On January 24, 2015, the Company signed an addendum to the Series E Convertible Preferred Share purchase agreement to raise additional funds of $11,406, net of fees and expenses. Under the addendum, the Company issued 1,445,966 Series E Convertible Preferred Shares to its existing and new investors for a price of $8.49 per share. d. On March 1, 2015, the Company effected a 7.75 for 1 forward split of its Ordinary Shares, by way of issuance and distribution of bonus shares without a change in nominal value of the Company's outstanding Ordinary Shares. For accounting purposes, this transaction was recorded as a share split and accordingly, all Shares, warrants to purchase Convertible Preferred Shares, options to purchase Ordinary Shares and loss per share amounts have been adjusted to give retroactive effect to this Share Split for all periods presented in these consolidated financial statements. Any fractional shares resulting from the Share Split will be rounded up to the nearest whole share. In addition, the Company's Board of Directors approved an increase the Company's authorized Shares from 5,000,000 to 50,000,000. e. As described in Note 1c, on March 19, 2015, the Company completed its IPO by raising gross consideration of $40 million for issuance of 4,700,000 Ordinary Shares at a price of $8.50 per share. The issuance costs in respect of the IPO transaction amounted to $5.2 million. f. On April 22, 2015, the Company's underwriters exercised their overallotment option pursuant to which they purchased 165,452 Ordinary Shares of the Company for $1,308 net of underwriters' fees and commissions. g. Stock-based compensation: On June 18, 2009, a Stock Option Plan (the "2009 Plan") was adopted by the Board of Directors of the Company, under which options to purchase up to 55,971 Ordinary Shares have been reserved. Such pool was increased over the years and as of December 31, 2014, options to purchase up to 978,655 Ordinary Shares were authorized. The 2009 Plan was adopted in accordance with the amended sections 102 and 3(i) of Israel's Income Tax Ordinance. Under the 2009 Plan, options to purchase Ordinary Shares of the Company may be granted to employees, advisors, directors, consultants and service providers of the Company or any subsidiary or affiliate. The default vesting schedule is up to three years, subject to the continuation of employment or service. Each option may be exercised into Ordinary Shares during a period of seven years from the date of grant, unless a different term is provided in the option agreement. On April 30, 2013, the 2013 Stock Incentive Sub Plan (the "2013 Sub Plan") was adopted by the Board of Directors of the Company, which set forth the terms for the grant of stock awards to Inc.'s employees or US non- employees. On January 25, 2015, the Board of Directors reserved an additional 1,072,879 Ordinary Shares out of its authorized and unissued share capital for future option grants under the 2009 Plan. On February 20, 2015, the Company's Board of Directors approved the replacement of the 2009 Plan and 2013 Sub Plan by adopting the Amended and Restated 2009 Stock Incentive Plan. This action was approved by the shareholders on March 1, 2015. On July 7, 2014, the Company's Board of Directors approved to reduce the exercise price of all outstanding options which were previously granted to certain employees at an exercise price which exceeded $3.61 per share down to $3.61 per share, representing the underlying fair value of the Ordinary Share at that date. The Company accounted for the reduction of the options' exercise price pursuant to ASC 718 as a modification. Accordingly, additional compensation of $49 was calculated as the fair value of the modified award in excess of the fair value of the original award measured immediately before its terms have been modified based on current circumstances and recorded incremental fair value as an immediate or future expense based on the vesting schedule of the relevant options. As result of the above modification, during the years ended December 31, 2015 and 2014, the Company recorded compensation cost of $5 and $44, respectively. During the year ended December 31, 2014, the Company's Board of Directors approved grants to certain employees of 507,349 (159,642 out of which are performance-based as they were subject to the completion of the Company's IPO) and 7,750 options to purchase Ordinary Shares at an exercise price of $3.61 and $3.96 per share, respectively. During year ended December 31, 2015, the Company's Board of Directors approved grant of 263,711 options to certain employees to purchase the Company's Ordinary Shares at an exercise price of $3.00 to $7.45. On August 6, 2015, the Company's annual general meeting of shareholders approved among others, a grant of 200,100 options to its directors to purchase the Company's Ordinary Shares at an exercise price of $5.60. Transactions related to the grant of options to employees and directors under the Amended and Restated 2009 Stock Incentive Plan during the year ended December 31, 2015, were as follows: Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value $ (years) $ Options outstanding at January 1, 2015 Options granted Options expired ) Options exercised ) Options outstanding at end of year Options vested and expected to be vested at end of year Options vested at end of year The options outstanding as of December 31, 2015 have been separated into ranges of exercise prices, as follows: Exercise price Options outstanding as of December 31, 2015 Weighted average remaining contractual term Options exercisable as of December 31, 2015 Weighted average remaining contractual term (years) (years) 0.00 3.00 — — 3.61 3.96 — — 4.38 — — 5.55 — — 5.60 — — 5.84 — — 7.45 — — The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the deemed fair value of the Company's Ordinary Shares on the last day of fiscal 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. This amount is impacted by the changes in the fair market value of the Company's shares. The weighted average grant date fair value of options granted during the years ended December 31, 2015 and 2014 was $3.02 and $1.69, respectively. The following table presents the assumptions used to estimate the fair values of the options granted in the period presented: Year ended December 31 2015 2014 Volatility 61.1% - 61.49% 55.77% - 59.62% Risk-free interest rate 1.17% - 1.97% 1.19% - 1.6% Dividend yield 0% 0% Expected life (years) 4.33 - 5.91 3.5 - 4.52 As of December 31, 2015, the total unrecognized estimated compensation cost related to non-vested stock options granted prior to that date was $1,429 which is expected to be recognized over a weighted average period of approximately 2.06 years. The total compensation cost related to all of the Company's equity-based awards, recognized during the years ended December 31, 2015 and 2014 was comprised as follows: Year ended December 31, 2015 2014 Research and development $ $ Marketing General and administrative $ $ |
SELECTED STATEMENTS OF COMPREHE
SELECTED STATEMENTS OF COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2015 | |
SELECTED STATEMENTS OF COMPREHENSIVE LOSS | |
SELECTED STATEMENTS OF COMPREHENSIVE LOSS | NOTE 11:—SELECTED STATEMENTS OF COMPREHENSIVE LOSS The Company's business is currently comprised of one operating segment. The nature of the products and services provided by the Company and the type of customers for these products and services are similar. Operations in Israel and the United States include research and development, marketing and business development. The Company follows ASC 280, "Segment Reporting". Total revenues are attributed to geographic areas based on the location of the end customer. a. The following represents the total revenue for the year ended December 31, 2015 and long-lived assets as of December 31, 2015 and 2014: Year ended December 31, 2015 Licensing Revenue: Europe $ Total revenue $ December 31, 2015 2014 Long-lived assets: Israel $ $ United States Japan — United Kingdom France Switzerland — Total long-lived assets $ $ Year ended December 31, 2015 Sales to a single customer exceeding 10%: Customer A % b. Financial expense (income), net: Year ended December 31, 2015 2014 Interest expense and bank fees $ $ Interest income ) — Revaluation of fair value of warrants to purchase Convertible Preferred Shares ) Foreign currency translation adjustments ) ) $ ) $ c. The net loss and the weighted average number of shares used in computing basic and diluted net loss per share for the years ended December 31, 2015 and 2014, is as follows: Year ended December 31, 2015 2014 Numerator: Net loss $ $ Dividends accumulated for the period(*) Net loss available to shareholders of Ordinary Shares $ $ Denominator: Weighted average number of Ordinary Shares used in computing basic and diluted net loss per share (*) The net loss used for the computation of basic and diluted net loss per share include the compounded dividend of eight percent per annum which shall be distributed to shareholders in case of distributable assets determined in the AOA under the liquidation preference right (See also Note 10a). Convertible securities such as warrants to purchase Series Preferred A2, D, E1 Shares, Series Preferred A1, A2, B, C, D, E Shares and options to grantees under the 2009 Plan and 2013 Sub Plan, have not been taken into account due to their anti-dilutive effect. |
SIGNIFICANT ACCOUNTING POLICI20
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | a. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions, including those related to contingencies, share-based compensation cost, revenue recognition, as well as liability in respect of warrants to purchase Convertible Preferred Shares. The Company's management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Principles of consolidation | b. Principles of consolidation: The consolidated financial statements include the accounts of the Company, Inc. and Holdings. All intercompany balances and transactions have been eliminated upon consolidation. |
Financial statements in U.S. dollars | c. Financial statements in U.S. dollars: The accompanying financial statements have been prepared in U.S. dollars. The Company's financing activities are conducted in U.S. dollars. Although a portion of the Company's expenses are denominated in New Israeli Shekels ("NIS") (mostly salaries and rent), and Pounds Sterling (consultant costs), a substantial portion of its expenses are denominated in U.S. dollars. The Company's management believes that the currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar ("dollar"); thus, the dollar is the functional currency of the Company. Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with ASC No. 830, "Foreign Currency Matters". All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of comprehensive loss as financial income or expense, as appropriate. |
Cash and cash equivalents | d. Cash and cash equivalents: The Company considers all highly liquid investments, which are readily convertible to cash with a maturity of three months or less at the date of acquisition, to be cash equivalents. Cash equivalents were comprised of money market funds and reverse repurchase agreements ("RRAs") which are fully collateralized and are generally outstanding for a short period of time with maturities of less than three months from the date of purchase. The required collateral for the RRAs is either U.S. Treasury or Federal Agency securities at a minimum rate of 102% of the RRAs' principal balance. |
Restricted cash | e. Restricted cash: Restricted cash represents cash which is used as collateral for a Company's credit card issued by a commercial bank and also as security in respect of the Loan's covenants (see also Note 6). |
Lease deposit | f. Lease deposit: A non-current lease deposit was made pursuant to the Company's and Inc.'s office lease. |
Research and development costs | g. Research and development costs: Research and development expenses are charged to the statement of comprehensive loss as incurred. |
Property and equipment | h. Property and equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following rates: % Computers and peripheral equipment 33 Laboratory equipment 7 - 15 Office furniture and equipment 6 Leasehold improvements Over the shorter of the lease term or useful economic life Property and equipment are reviewed for impairment in accordance with ASC No. 360, "Property, Plant and Equipment," whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2015 and 2014, the Company recorded an impairment loss in the amount of $380 and $0 respectively. |
Concentration of credit risk | i. Concentrations of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and restricted cash. The vast majority of cash and cash equivalents of the Company, Inc. and Holdings is invested in short-term RRAs fully-collateralized by U.S. Treasury and Federal Agency securities. Such cash and cash equivalents in U.S. banks may be in excess of insured limits and are not insured in other jurisdictions. Generally, cash and cash equivalents may be redeemed and therefore a minimal credit risk exists with respect to these investments. |
Advertising costs | j. Advertising costs: Advertising costs related to ongoing activities are expenses as incurred. For the years ended December 31, 2015 and 2014, advertising costs totaled $153 and $180, respectively. |
Revenue recognition | k. Revenue recognition: The Company generates revenue from the Agreement described in Note 1d. Pursuant to the Agreement, the Company identified the following performance deliverables at the inception of the Agreement: (i) an exclusive royalty bearing license to certain of the Company's patents related to Trevyent, which was transferred immediately upon signing of the Agreement, (ii) certain Services expected to be performed over a period until March 2017 and (iii) Supply Services of Trevyent® product upon commercialization. The Company recognizes revenue in accordance with ASC 605-25, "Multiple-Element Arrangements" pursuant to which each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has "stand-alone value" to the customer. The arrangement's consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable which is based on the Estimated Selling Price ("ESP"). The License and Services are determined to be one unit of accounting since the License has no value to Cardiome on a stand-alone basis. The Supply Services are also determined to be a unit of accounting. The consideration allocated to the License and Services of $3,000 is recognized on a straight-line basis over the performance period of the Services estimated to be provided until March 31, 2017. Contingent payments related to milestones will be recognized immediately upon satisfaction of the milestone and contingent payments related to royalties will be recognized in the period that the related sales have occurred. Revenues from product sales will be recognized when delivery has occurred, persuasive evidence of an arrangement exists, the vendor's fee is fixed or determinable, no future obligation exists and collectability is reasonably assumed. |
Income taxes | l. Income taxes: The Company accounts for income taxes in accordance with ASC No. 740, "Income Taxes," ("ASC 740"), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely than not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Interest and penalties, if any, are included as components of taxes on income and other accounts payable. |
Severance pay | m. Severance pay: The liability for severance pay is calculated pursuant to Israel's Severance Pay Law (the "ISPL") based on the most recent salary of the employees located in Israel multiplied by the number of years of employment as of the balance sheet date. Employees are entitled to one month's salary for each year of employment or a portion thereof. The liability for all of its employees in Israel is fully provided by monthly deposits with insurance policies and by an accrual. The deposited funds include interest accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to ISPL or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies, and includes immaterial interest on the investments underlying the insurance policies. Since inception, some of the Company's employees are included under Section 14 of the ISPL. Under this section, the employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. Deposits under Section 14 are not recorded as an asset in the Company's balance sheet. Total expense related to severance pay is $49 and $66, for the years ended December 31, 2015 and 2014, respectively. |
Fair value of financial instruments | n. Fair value of financial instruments: The Company applies ASC 820, "Fair Value Measurements and Disclosures", ("ASC 820"), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3. The carrying amounts of cash and cash equivalents, restricted cash, other accounts receivable, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. RRAs were classified as Level 2 as the fair value is determined using a discounted cash flow model with all significant inputs derived from or corroborated with observable market data. The Company's financial assets and liabilities measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of the following dates: December 31, 2015 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Reverse repurchase agreement $ $ — $ $ — Total financial assets $ $ — $ $ — December 31, 2014 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Warrants to purchase Convertible Preferred Shares $ $ — $ — $ Total financial liabilities $ $ — $ — $ |
Convertible Preferred Shares | o. Convertible Preferred Shares: Prior to the Company's IPO, the Company classified its Convertible Preferred Shares outside of shareholders' equity because certain features of the Company's Articles of Association (the "AOA") would require redemption of some or all classes of Convertible Preferred Shares upon events not solely within the control of the Company. |
Warrants to purchase Convertible Preferred Shares | p. Warrants to purchase Convertible Preferred Shares: Until the Company's IPO in March 2015, the Company accounted for warrants to purchase shares of its Convertible Preferred Shares held by investors and others which include down round protection provisions as a liability according to the provisions of ASC 815-40, "Derivatives and Hedging Contracts in Entity's Own Equity" ("ASC 815"), which provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer's own share and thus able to qualify to be a derivative financial instrument. The Company measures the warrants at fair value by using the Monte Carlo Cliquent Option Pricing Model ("Monte Carlo Cliquent Model") in each reporting period until they are exercised or expired, with changes in the fair values being recognized in the Company's statement of comprehensive loss as financial expense (income), net. During the year ended December 31, 2015, subsequent to the Company's completion of its IPO, the Convertible Preferred Shares and majority of the warrants to purchase Convertible Preferred Shares were converted into Ordinary Shares of the Company, par value NIS 0.01 per share and therefore classified as shareholders' equity. |
Accounting for stock-based compensation | q. Accounting for stock-based compensation: The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation Stock Compensation", ("ASC 718"), which requires companies to estimate the fair value of equity based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite or derived service periods in the Company's consolidated statement of comprehensive loss. The Company recognizes compensation expense for the value of its awards granted based on the straight-line method over the requisite or derived service period of each of the awards, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model which requires a number of assumptions, of which the most significant are the fair market value of the underlying Ordinary Shares until the company's IPO, expected stock price volatility and the expected option term. Expected volatility was calculated based upon historical volatilities of similar entities in the related sector index. The expected option term represents the period that the Company's stock options are expected to be outstanding and is determined based on the simplified method until sufficient historical exercise data will support using expected life assumptions. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. Prior to the Company's IPO, the fair value of Ordinary Shares underlying the options was determined by the Company's Board of Directors with the assistance of an independent valuation firm. Because there has been no public market for the Ordinary Shares, the Board of Directors has determined fair value of the Ordinary Shares at the time of grant of by considering a number of objective and subjective factors including data from other comparable companies, sales of convertible Preferred Shares to unrelated third parties, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors. For all reported periods and until June 30, 2014, the valuations were performed using the Option Pricing Method ("OPM"). Commencing June 30, 2014 and until the Company's Ordinary Shares began trading, the valuation was performed by using the Hybrid Method by combining the OPM and an IPO scenario to determine the fair value of the Company's Ordinary Shares. |
Basic and diluted net loss per share | r. Basic and diluted net loss per share: The Company applies the two class method as required by ASC 260-10, "Earnings Per Share" ("ASC 260-10") which requires the income or loss per share for each class of shares (ordinary and preferred shares) to be calculated assuming 100% of the Company's earnings are distributed as dividends to each class of shares based on their contractual rights. No dividends were declared or paid during the reported periods. According to the provisions of ASC 260-10, the Company's Convertible Preferred Shares are not participating securities in losses and, therefore, were not included in the computation of net loss per share. Basic and diluted net loss per share is computed based on the weighted-average number of Ordinary Shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of Ordinary Shares outstanding during the year, plus dilutive potential shares considered outstanding during the year, in accordance with ASC 260-10. Basic and diluted net loss per share of Ordinary Shares was the same for each period presented as the inclusion of all potential Ordinary Shares outstanding was antidilutive. For the years ended December 31, 2015 and 2014, all outstanding Convertible Preferred Shares, options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive and the total number of Convertible Preferred Shares, options and warrants that have been excluded from the calculation was 1,260,089 and 6,795,045, respectively. |
Legal and other contingencies | s. Legal and other contingencies: The Company accounts for its contingent liabilities in accordance with ASC 450. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2015 and 2014, the Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of operations or cash flows. |
Impact of recently issued accounting standards | t. Impact of recently issued accounting standards: 1. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the entity expects to receive in exchange for those goods and services (The effective date of ASU 2014-09 is for annual reporting periods beginning after December 15, 2017). In July 2015, the FASB decided to defer by one year the effective date of this ASU. The ASU has not yet been adopted and the Company is currently evaluating the impact that the adoption of ASU 2014-09 will have on its financial statements. 2. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about on Entity's Ability to Continue as o Going Concern" (ASU 2014-15). The standard requires management to evaluate, at each interim and annual reporting period, whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date the financial statements are issued, and provide related disclosures. The update will become effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. The ASU has not yet been adopted but the Company does not expect this standard to have a material impact on its Consolidated Financial Statements. 3. In April 2015, the FASB Issued ASU 2015-03, "Interest-Imputation of Interest". ASU 2015-03 reduces the complexity of disclosing debt issuance costs and debt discount and premium on the balance sheet by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of ASU 2015-03 is for interim and annual reporting periods beginning after December 15, 2015. The ASU does not have a material impact on the Company's financial position, cash flows or results of operations. 4. In February 2016, the FASB issued ASU 2016-02—Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact our consolidated financial statements as we have certain operating lease arrangements. ASC 842 supersedes the previous leases standard, ASC 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption of this standard on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI21
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Property and equipment rates of estimated useful lives | % Computers and peripheral equipment 33 Laboratory equipment 7 - 15 Office furniture and equipment 6 Leasehold improvements Over the shorter of the lease term or useful economic life |
Schedule of financial assets and liabilities measured at fair value | December 31, 2015 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Reverse repurchase agreement $ $ — $ $ — Total financial assets $ $ — $ $ — December 31, 2014 Fair value measurements Description Fair value Level 1 Level 2 Level 3 Warrants to purchase Convertible Preferred Shares $ $ — $ — $ Total financial liabilities $ $ — $ — $ |
OTHER ACCOUNTS RECEIVABLE AND22
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | |
Schedule of other accounts receivable and prepaid expenses | December 31, 2015 2014 Prepaid expenses $ $ Government authorities Others — $ $ |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment, net | December 31, 2015 2014 Cost: Computers and peripheral equipment $ $ Laboratory equipment Office furniture and equipment Leasehold improvements Accumulated depreciation: Computers and peripheral equipment Laboratory equipment Office furniture and equipment Leasehold improvements Property and equipment, net $ $ |
OTHER ACCOUNTS PAYABLE AND AC24
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of other accounts payable and accrued expenses | December 31, 2015 2014 Employee and payroll accruals $ $ Accrued expenses $ $ |
LOAN (Tables)
LOAN (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Loan. | |
Schedule of loan details | December 31, 2015 2014 Opening balance $ $ Repayment of loan ) ) Amortization of discount $ $ |
WARRANTS TO PURCHASE CONVERTI26
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES | |
Summary of outstanding warrants | Number of warrants outstanding Fair value of warrants outstanding Warrants to purchase Series A2 Preferred Shares(a) $ Warrants to purchase Series D Preferred Shares(b)(c) Warrants to purchase Series E Preferred Shares(d) Total $ (a) On January 26, 2009, the Company signed share purchase agreements with certain investors pursuant to which warrants were granted to purchase 17,841 Series A2 Preferred Shares at an exercise price of NIS 0.001 per share. These warrants had an exercise term of seven years. In addition, during 2010-2012 warrants to purchase 10,850 Series Preferred A2 Shares were issued to such investors as the result of triggering an anti-dilution feature. Such warrants had an exercise price of NIS 0.001 per share and an exercise period which is the earliest of seven years after July 19, 2012, consummation of a qualified IPO as determined for such warrants or the automatic conversion of Preferred Shares into Ordinary Shares as defined in the AOA. (b) On July 19, 2012, the Company signed share purchase agreements with its existing and new investors pursuant to which warrants were granted to such investors and a warrant to a placement agent as a finder's fee, to purchase 424,824 and 9,781 shares, respectively, of Series D Preferred Shares at an exercise price of NIS 0.001 per share. These warrants have an exercise term of which is the earliest of seven years after July 19, 2012, consummation of a qualified IPO as determined for such warrants, the automatic conversion of Preferred Shares into Ordinary Shares as defined in the applicable AOA or a deemed liquidation event as determined in the AOA. (c) On February 20, 2013, Inc. signed an Agreement pursuant to which warrants were granted to the Bank to purchase 7,332 Series D Preferred Shares at an exercise price of $6.14 per share. The warrant had an exercise term which is the earliest of ten years after February 20, 2013, consummation of a qualified IPO as determined for such warrants or the automatic conversion of Preferred Shares into Ordinary Shares as defined in the AOA. (d) On February 17, 2014, the Company signed share purchase agreements with its existing and new investors pursuant to which warrants were granted to such investors to purchase 240,491 shares of Series E Preferred Shares at an exercise price of $0.001 per share. |
Schedule of assumptions used in estimating fair value of warrants | Investors and finder fee warrants: December 31, 2014 Risk-free interest rate(1) 0.28% - 1.83% Expected volatility(2) 44.9% - 116.8% Expected life (in years)(3) 1.08 - 6.13 Expected dividend yield(4) 0% Fair value: Per warrant $7.32 - 10.10 Bank warrants: December 31, 2014 Risk-free interest rate(1) % Expected volatility(2) % Expected life (in years)(3) Expected dividend yield(4) % Fair value: Per warrant $ (1) Risk free interest rate based on yield rates of non-index linked U.S. Federal Reserve treasury bonds. (2) Expected volatility was calculated based on actual historical share price movements of companies in the same industry over a term that is equivalent to the expected term of the option. (3) Expected life was based on the contractual term of the warrants. (4) Expected dividend yield was based on the fact that the Company has not paid dividends to its shareholders in the past and does not expect to pay dividends to its shareholders in the future. |
Schedule of components of liability associated with the warrants | Fair value of warrants to purchase Convertible Preferred Shares Balance at January 1, 2014 $ Issuance of warrants to purchase Convertible Preferred Shares Revaluation of warrants to purchase Convertible Preferred Shares(1) Balance at December 31, 2014 Revaluation of warrants to purchase Convertible Preferred Shares(2) ) Classification to equity upon conversion of warrants(3) ) Classification to equity upon automatic conversion into warrants to purchase Ordinary Shares(4) ) Balance at December 31, 2015 $ — (1) The Company re-measured these warrants at fair value in the total amount of $6,072 as of December 31, 2014. Consequently, during the year ended December 31, 2014, the Company recorded $ 2,927 as financial expenses as a result of changes in the Company's warrants' value. (2) The Company re-measured these warrants at fair value in the total amount of $6,032 prior to the IPO in March, 2015. Consequently, during the year ended December 31, 2015, the Company recorded $40 as financial income as a result of changes in the Company's warrants' value. (3) As of December 31, 2014, there were 711,120 outstanding warrants exercisable into Convertible Preferred Shares. Prior to the IPO, all but 10,191 warrants were exercised into Ordinary Shares. Of the exercised warrants, 295,697 were exercised for cash, and 405,232 were exercised on a cashless basis, resulting in the net exercise of 401,746 warrants (and 3,486 warrants were cancelled). Upon the closing of the IPO, the 10,191 warrants outstanding were automatically converted into warrants to purchase Ordinary Shares. (4) Classification of 10,191 warrants to purchase Convertible Preferred Shares converted into 10,191 warrants to purchase Ordinary Shares. |
COMMITMENTS AND CONTINGENT LI27
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENT LIABILITIES | |
Summary of future minimum aggregate lease commitments | As of December 31, Total 2016 $ 2017 2018 2019 $ |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
TAXES ON INCOME | |
Schedule of significant components of deferred tax assets | December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ $ Research and development credits Accrued social benefits and other Issuance cost related to IPO — Deferred tax assets before valuation allowance Valuation allowance ) ) Net deferred tax asset $ — $ — |
Schedule of loss (income) before taxes on income | December 31, 2015 2014 Domestic $ $ Foreign ) ) $ $ |
Reconciliation of the total amounts of unrecognized tax benefits | December 31, 2015 2014 Unrecognized tax benefits, beginning of year $ $ Increase in unrecognized tax benefits for current year $ $ |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Schedule of share capital | December 31, 2014 December 31, 2015 Authorized Authorized Issued and outstanding Number of shares Issued and outstanding Ordinary share of NIS 0.01 par value Series A1 Preferred share of NIS 0.01 par value — — Series A2 Preferred share of NIS 0.01 par value — — Series B Preferred share of NIS 0.01 par value — — Series C Preferred share of NIS 0.01 par value — — Series D Preferred share of NIS 0.01 par value — — Series E Preferred share of NIS 0.01 par value — — — — Total |
Schedule of stock options roll forward | Number of options Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value $ (years) $ Options outstanding at January 1, 2015 Options granted Options expired ) Options exercised ) Options outstanding at end of year Options vested and expected to be vested at end of year Options vested at end of year |
Schedule of options outstanding based on exercise price | Exercise price Options outstanding as of December 31, 2015 Weighted average remaining contractual term Options exercisable as of December 31, 2015 Weighted average remaining contractual term (years) (years) 0.00 3.00 — — 3.61 3.96 — — 4.38 — — 5.55 — — 5.60 — — 5.84 — — 7.45 — — |
Schedule of the assumptions used to estimate the fair values of the options granted | Year ended December 31 2015 2014 Volatility 61.1% - 61.49% 55.77% - 59.62% Risk-free interest rate 1.17% - 1.97% 1.19% - 1.6% Dividend yield 0% 0% Expected life (years) 4.33 - 5.91 3.5 - 4.52 |
Schedule of total compensation cost related to all of the Company's equity-based awards | Year ended December 31, 2015 2014 Research and development $ $ Marketing General and administrative $ $ |
SELECTED STATEMENTS OF COMPRE30
SELECTED STATEMENTS OF COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SELECTED STATEMENTS OF COMPREHENSIVE LOSS | |
Schedule of revenue from sales to customer by geographic area | Year ended December 31, 2015 Licensing Revenue: Europe $ Total revenue $ |
Schedule of long-lived assets by geographic area | December 31, 2015 2014 Long-lived assets: Israel $ $ United States Japan — United Kingdom France Switzerland — Total long-lived assets $ $ |
Schedule of sales to single customer exceeding 10% | Year ended December 31, 2015 Sales to a single customer exceeding 10%: Customer A % |
Schedule of financial expense (income), net | Year ended December 31, 2015 2014 Interest expense and bank fees $ $ Interest income ) — Revaluation of fair value of warrants to purchase Convertible Preferred Shares ) Foreign currency translation adjustments ) ) $ ) $ |
Schedule of weighted average number of shares | Year ended December 31, 2015 2014 Numerator: Net loss $ $ Dividends accumulated for the period(*) Net loss available to shareholders of Ordinary Shares $ $ Denominator: Weighted average number of Ordinary Shares used in computing basic and diluted net loss per share (*) The net loss used for the computation of basic and diluted net loss per share include the compounded dividend of eight percent per annum which shall be distributed to shareholders in case of distributable assets determined in the AOA under the liquidation preference right (See also Note 10a). |
GENERAL (Details)
GENERAL (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)product | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Organization Disclosures [Line Items] | |||
Shareholders' equity (deficit) | $ 28,547 | $ (36,321) | $ (17,515) |
Operating losses | 24,685 | 15,800 | |
Negative cash flows from operating activities | $ (21,579) | $ (13,371) | |
Products for Treatment Of Post-Surgical And Acute Pain In Home Setting | |||
Organization Disclosures [Line Items] | |||
Number of products in development | product | 2 |
GENERAL - IPO (Details)
GENERAL - IPO (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 22, 2015 | Mar. 25, 2015 | Mar. 25, 2015 | Mar. 19, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Initial Public Offering | ||||||
Aggregate net proceeds received from IPO offering, net of underwriting discounts and commissions and offering expenses | $ 34,696 | |||||
Proceeds From Issuance of Ordinary Shares, Net of Underwriters' Fees | $ 1,308 | |||||
Warrants Disclosures | ||||||
Number of Warrants for Convertible Preferred Shares exercised for cash (in shares) | 295,697 | |||||
Number of Warrants for Convertible Preferred Shares exercised on cashless basis (in shares) | 405,232 | |||||
Net number of Warrants for Convertible Preferred Shares exercised (in shares) | 401,746 | |||||
Number of Warrants for Convertible Preferred Shares cancelled (in shares) | 3,486 | |||||
Number of Warrants for Convertible Preferred Shares automatically converted into warrants for Ordinary Shares (in shares) | 10,191 | |||||
Convertible Preferred Shares | ||||||
Warrants Disclosures | ||||||
Warrants outstanding (in shares) | 10,191 | 711,120 | ||||
IPO | ||||||
Initial Public Offering | ||||||
Common stock issued (in shares) | 4,700,000 | |||||
Price per share | $ 8.50 | $ 8.50 | ||||
Aggregate net proceeds received from IPO offering, net of underwriting discounts and commissions and offering expenses | $ 34,696 | |||||
Conversion of Convertible Preferred Shares into Ordinary Shares upon IPO (in shares) | 7,464,320 | |||||
Underwriters Overallotment Option Exercise | ||||||
Initial Public Offering | ||||||
Issuance of Ordinary Shares, net of underwriters fees (in shares) | 165,452 | |||||
Proceeds From Issuance of Ordinary Shares, Net of Underwriters' Fees | $ 1,308 |
GENERAL - EXECUTIVE LICENSE AND
GENERAL - EXECUTIVE LICENSE AND SUPPLY AGREEMENT (Details) - Cardiome - Collaboration $ in Thousands | Jun. 28, 2015USD ($) |
License and supply agreement | |
Upfront payment provided for per license agreement | $ 3,000 |
Aggregate maximum milestone payments to be achieved per agreement | $ 9,250 |
Scaling royalty percentage, low end of range | low teens |
Scaling royalty percentage, high end of range | mid-teens |
SIGNIFICANT ACCOUNTING POLICI34
SIGNIFICANT ACCOUNTING POLICIES - CASH AND CASH EQUIVALENTS AND PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash and cash equivalents | ||
Minimum collateral percentage on reverse repurchase agreements principal | 102.00% | |
Property and equipment | ||
Impairment of property and equipment | $ 380 | $ 0 |
Computers and peripheral equipment | ||
Property and equipment | ||
Property and equipment, depreciation rate (as a percent) | 33.00% | |
Laboratory equipment | Minimum | ||
Property and equipment | ||
Property and equipment, depreciation rate (as a percent) | 7.00% | |
Laboratory equipment | Maximum | ||
Property and equipment | ||
Property and equipment, depreciation rate (as a percent) | 15.00% | |
Office furniture and equipment | ||
Property and equipment | ||
Property and equipment, depreciation rate (as a percent) | 6.00% |
SIGNIFICANT ACCOUNTING POLICI35
SIGNIFICANT ACCOUNTING POLICIES - ADVERTISING COSTS AND REVENUE RECOGNITION (Details) - USD ($) | 12 Months Ended | 27 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2017 | |
Advertising costs | |||
Total advertising costs | $ 153,000 | $ 180,000 | |
Forecast | |||
Revenue recognition | |||
License and Services revenue over the performance period | $ 3,000,000 |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES - SEVERANCE PAY AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 19, 2015 | |
Severance pay | |||
Number of month's salary eligible to employees for each year of employment as severance pay | 1 month | ||
Percentage of monthly salary eligible to employees as severance pay | 8.33% | ||
Expense related to severance pay | $ 49 | $ 66 | |
Financial liabilities, fair value | |||
Warrants to purchase Convertible Preferred Shares | 6,072 | ||
Convertible Preferred Shares | |||
Financial liabilities, fair value | |||
Warrants to purchase Convertible Preferred Shares | $ 6,032 | ||
Recurring basis | |||
Financial assets, fair value | |||
Reverse repurchase agreement | 31,000 | ||
Total financial assets | 31,000 | ||
Financial liabilities, fair value | |||
Total financial liabilities | 6,072 | ||
Recurring basis | Convertible Preferred Shares | |||
Financial liabilities, fair value | |||
Warrants to purchase Convertible Preferred Shares | 6,072 | ||
Level 2 | Recurring basis | |||
Financial assets, fair value | |||
Reverse repurchase agreement | 31,000 | ||
Total financial assets | $ 31,000 | ||
Level 3 | Recurring basis | |||
Financial liabilities, fair value | |||
Total financial liabilities | 6,072 | ||
Level 3 | Recurring basis | Convertible Preferred Shares | |||
Financial liabilities, fair value | |||
Warrants to purchase Convertible Preferred Shares | $ 6,072 |
SIGNIFICANT ACCOUNTING POLICI37
SIGNIFICANT ACCOUNTING POLICIES - NET LOSS PER SHARE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Basic and diluted net loss per share: | ||
Dividends declared or paid | $ 0 | $ 0 |
Securities excluded from the calculation of diluted net loss per share | 1,260,089 | 6,795,045 |
OTHER ACCOUNTS RECEIVABLE AND38
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSES | ||
Prepaid expenses | $ 89 | $ 99 |
Government authorities | 176 | 52 |
Others | 23 | |
Other accounts receivable and prepaid expenses, total | $ 288 | $ 151 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | $ 3,304 | $ 1,756 |
Accumulated depreciation | 721 | 382 |
Property and equipment, net | 2,583 | 1,374 |
Depreciation expense | 339 | 204 |
Computers and peripheral equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 170 | 109 |
Accumulated depreciation | 119 | 92 |
Laboratory equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 2,955 | 1,505 |
Accumulated depreciation | 504 | 211 |
Office furniture and equipment | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 91 | 65 |
Accumulated depreciation | 16 | 12 |
Leasehold improvements | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Cost | 88 | 77 |
Accumulated depreciation | $ 82 | $ 67 |
OTHER ACCOUNTS PAYABLE AND AC40
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Employee and payroll accruals | $ 896 | $ 252 |
Accrued expenses | 1,437 | 1,541 |
Total | $ 2,333 | $ 1,793 |
LOAN (Details)
LOAN (Details) $ / shares in Units, $ in Thousands | Feb. 20, 2013USD ($)installment$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Loan balance | |||
Repayment of loan | $ (563) | $ (563) | |
Amortization of discount | 11 | 12 | |
Restricted cash based on cash covenant | 323 | 1,026 | |
Loan Agreement | |||
Loan | |||
Amount borrowed | $ 1,500 | ||
Minimum variable annual rate | 5.25% | ||
Variable rate basis | three-year constant maturity treasury rate | ||
Basis spread on variable rate | 5.00% | ||
Number of installments for repayment | installment | 32 | ||
Minimum percentage of outstanding loan principal to be maintained as cash balance | 125.00% | ||
Percentage of aggregate amount of cash of consolidated entities to be held by entity that signed debt agreement | 90.00% | ||
Loan balance | |||
Opening balance | 782 | 1,333 | |
Repayment of loan | (563) | (563) | |
Amortization of discount | 11 | 12 | |
Ending balance | 230 | 782 | |
Restricted cash based on cash covenant | $ 293 | $ 996 | |
Bank | Series D Preferred shares | |||
Loan | |||
Warrants issued to purchase preferred stock | shares | 7,332 | ||
Exercise price of warrant | $ / shares | $ 6.14 | ||
Expiration term of warrants | 10 years |
WARRANTS TO PURCHASE CONVERTI42
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES - Summary of outstanding (Details) $ / shares in Units, $ in Thousands | Feb. 17, 2014$ / sharesshares | Feb. 20, 2013$ / sharesshares | Jul. 19, 2012₪ / sharesshares | Jan. 26, 2009₪ / sharesshares | Dec. 31, 2012₪ / sharesshares | Mar. 19, 2015shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Class of Warrant or Right [Line Items] | ||||||||
Fair value of warrants outstanding | $ | $ 6,072 | |||||||
Convertible Preferred Stock Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 10,191 | 711,120 | ||||||
Fair value of warrants outstanding | $ | $ 6,072 | $ 1,300 | ||||||
Series A2 Convertible Preferred Stock Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 28,691 | |||||||
Fair value of warrants outstanding | $ | $ 210 | |||||||
Warrants issued to purchase preferred stock | 17,841 | 10,850 | ||||||
Exercise price of warrants per share | ₪ / shares | ₪ 0.001 | ₪ 0.001 | ||||||
Expiration term of warrants | 7 years | 7 years | ||||||
Series D Convertible Preferred Stock Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 441,937 | |||||||
Fair value of warrants outstanding | $ | $ 3,434 | |||||||
Exercise price of warrants per share | ₪ / shares | ₪ 0.001 | |||||||
Expiration term of warrants | 7 years | |||||||
Series D Convertible Preferred Stock Warrant | Bank | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase preferred stock | 7,332 | |||||||
Exercise price of warrants per share | $ / shares | $ 6.14 | |||||||
Expiration term of warrants | 10 years | |||||||
Series D Convertible Preferred Stock Warrant | Investors | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase preferred stock | 424,824 | |||||||
Series D Convertible Preferred Stock Warrant | Placement agent | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase preferred stock | 9,781 | |||||||
Series E Convertible Preferred Stock Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 240,492 | |||||||
Fair value of warrants outstanding | $ | $ 2,428 | |||||||
Warrants issued to purchase preferred stock | 240,491 | |||||||
Exercise price of warrants per share | $ / shares | $ 0.001 | |||||||
Expiration term of warrants | 7 years |
WARRANTS TO PURCHASE CONVERTI43
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES - Fair value assumptions (Details) - Convertible Preferred Stock Warrant | 12 Months Ended |
Dec. 31, 2014$ / shares | |
Investors and finder fee warrants | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |
Expected dividend yield(4) | 0.00% |
Investors and finder fee warrants | Minimum | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |
Risk-free interest rate(1) | 0.28% |
Expected volatility(2) | 44.90% |
Expected life (in years)(3) | 1 year 29 days |
Warrants | $ 7.32 |
Investors and finder fee warrants | Maximum | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |
Risk-free interest rate(1) | 1.83% |
Expected volatility(2) | 116.80% |
Expected life (in years)(3) | 6 years 1 month 17 days |
Warrants | $ 10.10 |
Bank | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |
Risk-free interest rate(1) | 2.05% |
Expected volatility(2) | 107.50% |
Expected life (in years)(3) | 8 years 1 month 24 days |
Expected dividend yield(4) | 0.00% |
Warrants | $ 7.69 |
WARRANTS TO PURCHASE CONVERTI44
WARRANTS TO PURCHASE CONVERTIBLE PREFERRED SHARES - Components of liability (Details) - USD ($) $ in Thousands | Mar. 25, 2015 | Mar. 19, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Warrants Liabilities Roll Forward | ||||
Balance, beginning | $ 6,072 | $ 6,072 | ||
Classification to equity upon conversion of warrants | (5,945) | |||
Classification to equity upon automatic conversion into warrants to purchase Ordinary Shares | (87) | |||
Balance, ending | $ 6,072 | |||
Warrants Disclosures | ||||
Number of Warrants for Convertible Preferred Shares exercised for cash (in shares) | 295,697 | |||
Number of Warrants for Convertible Preferred Shares exercised on cashless basis (in shares) | 405,232 | |||
Net number of Warrants for Convertible Preferred Shares exercised (in shares) | 401,746 | |||
Number of Warrants for Convertible Preferred Shares cancelled (in shares) | 3,486 | |||
Number of Warrants for Convertible Preferred Shares automatically converted into warrants for Ordinary Shares (in shares) | 10,191 | |||
Convertible Preferred Stock Warrant | ||||
Warrants Liabilities Roll Forward | ||||
Balance, beginning | $ 6,072 | 6,072 | 1,300 | |
Issuance of warrants to purchase Convertible Preferred Shares | 1,845 | |||
Revaluation of warrants to purchase Convertible Preferred Shares | (40) | 2,927 | ||
Classification to equity upon conversion of warrants | (5,945) | |||
Classification to equity upon automatic conversion into warrants to purchase Ordinary Shares | $ (87) | |||
Balance, ending | $ 6,072 | |||
Warrants Disclosures | ||||
Warrants outstanding (in shares) | 10,191 | 711,120 | ||
Ordinary Shares Stock Warrant | ||||
Warrants Disclosures | ||||
Warrants outstanding (in shares) | 10,191 |
COMMITMENTS AND CONTINGENT LI45
COMMITMENTS AND CONTINGENT LIABILITIES - LEASES (Details) - USD ($) $ in Thousands | Sep. 30, 2013 | Jun. 30, 2012 | May. 31, 2015 | Dec. 31, 2015 |
Israel | ||||
Operating lease agreement | ||||
Lease term | 3 years | |||
Lease extension term | 6 months | |||
Additional lease extension term per option exercised | 24 months | |||
Future minimum aggregate lease commitments under non-cancelable operating lease agreements | ||||
2,016 | $ 376 | |||
2,017 | 376 | |||
2,018 | 253 | |||
2,019 | 105 | |||
Future minimum aggregate lease commitments | $ 1,110 | |||
San Ramon, California | Previous Office | ||||
Operating lease agreement | ||||
Lease term | 17 months | |||
San Ramon, California | New Office | ||||
Operating lease agreement | ||||
Lease term | 4 years |
COMMITMENTS AND CONTINGENT LI46
COMMITMENTS AND CONTINGENT LIABILITIES - OTHER COMMITMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | 132 Months Ended |
Dec. 31, 2015 | Dec. 31, 2015 | |
Combined OCS and Incubator, RAD Biomed Ltd | ||
Royalties | ||
Grants received | $ 746 | |
Royalties to be paid as percentage of amount received, maximum if transfer intellectual property out of Israel (as a percent) | 600.00% | |
Intellectual property transferred out of Israel | $ 0 | |
Provision for grants received which become loans to be repaid if transfer intellectual property out of Israel | $ 0 | |
OCS | ||
Royalties | ||
Royalties commitment on future revenues for first three years (as a percent) | 4.00% | |
Royalties commitment on future revenues for fourth year (as a percent) | 4.50% | |
Royalties to be paid as percentage of amount received, minimum at base (as a percent) | 150.00% | |
Royalties to be paid as percentage of amount received, maximum at base (as a percent) | 300.00% | |
Royalty Expense | $ 35 |
TAXES ON INCOME - Tax Rates (De
TAXES ON INCOME - Tax Rates (Details) | Jan. 05, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
TAXES ON INCOME | |||
Statutory federal tax rate (as a percent) | 25.00% | 26.50% | 26.50% |
TAXES ON INCOME - Tax benefits
TAXES ON INCOME - Tax benefits under Law for Encouragement of Capital Investments (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Law For Encouragement Of Capital Investments, April 2005 Amendment | |
Taxes on income | |
Minimum required percentage of income derived from export due to amendment | 25.00% |
Tax exemption period (in years) | 2 years |
Income tax benefit period, limitation from Year of Election (in years) | 12 years |
Withholding tax rate for dividend recipient, if dividend distributed during the tax period or within twelve years thereafter (as a percent) | 15.00% |
Law For Encouragement Of Capital Investments December 2010 Amendment [ Member ] | |
Taxes on income | |
Income tax rate under amendment for dividends distribution to individuals or foreign residents (as a percent) | 20.00% |
Tax Period 2014 and Thereafter | Law For Encouragement Of Capital Investments December 2010 Amendment [ Member ] | |
Taxes on income | |
Income tax rate under amendment (as a percent) | 16.00% |
Income tax rate in development area A under the amendment (as a percent) | 9.00% |
Minimum | Law For Encouragement Of Capital Investments, April 2005 Amendment | |
Taxes on income | |
Tax benefit period (in years) | 7 years |
Income tax period after two years of tax exemption (in years) | 5 years |
Income tax rate based on foreign ownership (as a percent) | 10.00% |
Maximum | Law For Encouragement Of Capital Investments, April 2005 Amendment | |
Taxes on income | |
Tax benefit period (in years) | 10 years |
Income tax period after two years of tax exemption (in years) | 8 years |
Income tax rate based on foreign ownership (as a percent) | 25.00% |
TAXES ON INCOME - DEFERRED TAXE
TAXES ON INCOME - DEFERRED TAXES COMPONENTS AND OTHER TAX SCHEDULES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Taxes on income | ||
Net operating loss carryforwards | $ 41,059 | |
Deferred tax assets: | ||
Net operating loss carryforwards | 10,881 | $ 5,823 |
Research and development credits | 6,088 | 2,639 |
Accrued social benefits and other | 44 | 24 |
Issuance cost related to IPO | 937 | |
Deferred tax assets before valuation allowance | 17,950 | 8,486 |
Valuation allowance | (17,950) | (8,486) |
Net deferred tax asset | 0 | 0 |
Loss (income) before taxes on income: | ||
Loss (income) before taxes on income | 24,597 | 18,795 |
Reconciliation of the beginning and ending balances of unrecognized tax benefits: | ||
Unrecognized tax benefits, beginning of year | 208 | 125 |
Increase in unrecognized tax benefits for current year | 50 | 83 |
Unrecognized tax benefits, end of year | 258 | 208 |
Domestic | ||
Loss (income) before taxes on income: | ||
Loss (income) before taxes on income | 24,864 | 18,963 |
Foreign | ||
Loss (income) before taxes on income: | ||
Loss (income) before taxes on income | $ (267) | $ (168) |
SHAREHOLDERS' EQUITY (DEFICIT50
SHAREHOLDERS' EQUITY (DEFICIT) - SCHEDULE OF SHARE CAPITAL (Details) | 12 Months Ended | |||
Dec. 31, 2015Vote₪ / sharesshares | Mar. 01, 2015shares | Feb. 28, 2015shares | Dec. 31, 2014₪ / sharesshares | |
Share capital: | ||||
Ordinary share, par value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Preferred share, par value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Authorized Shares | ||||
Ordinary share, authorized shares | 50,000,000 | 50,000,000 | 5,000,000 | 30,689,077 |
Preferred share, authorized shares | 0 | 8,060,923 | ||
Total Authorized Shares | 50,000,000 | 38,750,000 | ||
Issued Shares | ||||
Ordinary share, Issued shares | 13,585,810 | 502,224 | ||
Preferred share, Issued shares | 0 | 5,895,657 | ||
Total Issued Shares | 13,585,810 | 6,397,881 | ||
Outstanding Shares | ||||
Ordinary share, Outstanding shares | 13,585,810 | 502,224 | ||
Preferred share, Outstanding shares | 0 | 5,895,657 | ||
Total Shares Outstanding | 13,585,810 | 6,397,881 | ||
Ordinary Shares | ||||
Outstanding Shares | ||||
Number of votes per share | Vote | 1 | |||
Series A1 Preferred share | ||||
Share capital: | ||||
Preferred share, par value per share | ₪ / shares | ₪ 0.01 | |||
Authorized Shares | ||||
Preferred share, authorized shares | 32,465 | |||
Issued Shares | ||||
Preferred share, Issued shares | 32,465 | |||
Outstanding Shares | ||||
Preferred share, Outstanding shares | 32,465 | |||
Series A2 Preferred shares | ||||
Share capital: | ||||
Preferred share, par value per share | ₪ / shares | ₪ 0.01 | |||
Authorized Shares | ||||
Preferred share, authorized shares | 216,528 | |||
Issued Shares | ||||
Preferred share, Issued shares | 187,837 | |||
Outstanding Shares | ||||
Preferred share, Outstanding shares | 187,837 | |||
Series B Preferred share | ||||
Share capital: | ||||
Preferred share, par value per share | ₪ / shares | ₪ 0.01 | |||
Authorized Shares | ||||
Preferred share, authorized shares | 987,489 | |||
Issued Shares | ||||
Preferred share, Issued shares | 987,489 | |||
Outstanding Shares | ||||
Preferred share, Outstanding shares | 987,489 | |||
Series C Preferred share | ||||
Share capital: | ||||
Preferred share, par value per share | ₪ / shares | ₪ 0.01 | |||
Authorized Shares | ||||
Preferred share, authorized shares | 302,816 | |||
Issued Shares | ||||
Preferred share, Issued shares | 302,816 | |||
Outstanding Shares | ||||
Preferred share, Outstanding shares | 302,816 | |||
Series D Preferred shares | ||||
Share capital: | ||||
Preferred share, par value per share | ₪ / shares | ₪ 0.01 | |||
Authorized Shares | ||||
Preferred share, authorized shares | 2,569,125 | |||
Issued Shares | ||||
Preferred share, Issued shares | 2,119,028 | |||
Outstanding Shares | ||||
Preferred share, Outstanding shares | 2,119,028 | |||
Series E Preferred shares | ||||
Share capital: | ||||
Preferred share, par value per share | ₪ / shares | ₪ 0.01 | |||
Authorized Shares | ||||
Preferred share, authorized shares | 3,952,500 | |||
Issued Shares | ||||
Preferred share, Issued shares | 2,266,022 | |||
Outstanding Shares | ||||
Preferred share, Outstanding shares | 2,266,022 |
SHAREHOLDERS' EQUITY (DEFICIT51
SHAREHOLDERS' EQUITY (DEFICIT) - CONVERTIBLE PREFERRED SHARES (Details) $ / shares in Units, $ in Thousands | Apr. 22, 2015USD ($)shares | Mar. 25, 2015USD ($)$ / sharesshares | Mar. 01, 2015shares | Jan. 24, 2015USD ($)$ / sharesshares | Apr. 09, 2014USD ($)$ / sharesshares | Feb. 17, 2014USD ($)$ / sharesshares | Jul. 19, 2012₪ / shares | Dec. 31, 2015USD ($)shares | Feb. 28, 2015shares | Dec. 31, 2014shares |
Shareholders' Deficit disclosures | ||||||||||
Stock issuance costs | $ 5,256 | |||||||||
Stock split ratio | 7.75 | |||||||||
Ordinary stock, shares authorized | shares | 50,000,000 | 50,000,000 | 5,000,000 | 30,689,077 | ||||||
Proceeds from issuance of Ordinary Shares, net of underwriters' fees | $ 1,308 | |||||||||
IPO | ||||||||||
Shareholders' Deficit disclosures | ||||||||||
Share Price (in dollars per share) | $ / shares | $ 8.50 | |||||||||
Stock issuance costs | $ 5,200 | |||||||||
Gross consideration from issuance of Ordinary Shares | $ 40,000 | |||||||||
Common stock issued (in shares) | shares | 4,700,000 | |||||||||
Underwriters Over-Allotment Option | ||||||||||
Shareholders' Deficit disclosures | ||||||||||
Issuance of Ordinary Shares, net of underwriters' fees (in shares) | shares | 165,452 | |||||||||
Proceeds from issuance of Ordinary Shares, net of underwriters' fees | $ 1,308 | |||||||||
Series D Convertible Preferred Stock Warrant | ||||||||||
Shareholders' Deficit disclosures | ||||||||||
Exercise price of warrants per share | ₪ / shares | ₪ 0.001 | |||||||||
Expiration term of warrants | 7 years | |||||||||
Series E Convertible Preferred Stock Warrant | ||||||||||
Shareholders' Deficit disclosures | ||||||||||
Warrants issued (in shares) | shares | 240,491 | |||||||||
Exercise price of warrants per share | $ / shares | $ 0.001 | |||||||||
Expiration term of warrants | 7 years | |||||||||
Series E Preferred shares | ||||||||||
Shareholders' Deficit disclosures | ||||||||||
Gross proceeds from issuance of Preferred shares and warrants | $ 5,625 | $ 13,608 | ||||||||
Share Price (in dollars per share) | $ / shares | $ 8.49 | $ 8.49 | $ 8.49 | |||||||
Number of convertible preferred shares shares issued | shares | 662,725 | 1,603,297 | ||||||||
Stock issuance costs | $ 26 | |||||||||
Proceeds from issuance of convertible preferred shares | $ 11,406 | |||||||||
Convertible Preferred Stock issued (in shares) | shares | 1,445,966 |
SHAREHOLDERS' EQUITY (DEFICIT52
SHAREHOLDERS' EQUITY (DEFICIT) - STOCK BASED COMPENSATION (Details) - USD ($) | Aug. 06, 2015 | Jul. 07, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 25, 2015 | Jun. 18, 2009 |
Stock options, employees | ||||||
Stock-based compensation | ||||||
Threshold limit for reduction in exercise price (in dollars per share) | $ 3.61 | |||||
Additional compensation due to fair value modification | $ 49,000 | |||||
Compensation cost recorded from modification of equity-based arrangements | $ 5,000 | $ 44,000 | ||||
Options granted (in shares) | 263,711 | |||||
Stock options, employees | Minimum | ||||||
Stock-based compensation | ||||||
Options granted (in dollars per share) | $ 3 | |||||
Stock options, employees | Maximum | ||||||
Stock-based compensation | ||||||
Options granted (in dollars per share) | $ 7.45 | |||||
Stock options, directors | ||||||
Stock-based compensation | ||||||
Options granted (in shares) | 200,100 | |||||
Options granted (in dollars per share) | $ 5.60 | |||||
2009 Plan | Stock options, all inclusive recipients | ||||||
Stock-based compensation | ||||||
Shares authorized for issue under the plan | 978,655 | 55,971 | ||||
Vesting period | 3 years | |||||
Expiration period | 7 years | |||||
Shares available for future grant (in shares) | 1,072,879 | |||||
3.61 | Stock options, employees | ||||||
Stock-based compensation | ||||||
Options granted (in shares) | 507,349 | |||||
3.61 | Stock options, employees | Performance Based on IPO Completion | ||||||
Stock-based compensation | ||||||
Options granted (in shares) | 159,642 | |||||
3.96 | Stock options, employees | ||||||
Stock-based compensation | ||||||
Options granted (in shares) | 7,750 |
SHAREHOLDERS' EQUITY (DEFICIT53
SHAREHOLDERS' EQUITY (DEFICIT) - OPTIONS ROLLFORWARD (Details) - Amended and Restated 2009 Stock Incentive Plan - Stock options, employees and directors - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of options | ||
Options outstanding at beginning of 2015 | 919,744 | |
Options granted (in shares) | 463,811 | |
Options expired | (77,291) | |
Options forfeited | (56,366) | |
Options outstanding at end of year | 1,249,898 | 919,744 |
Options vested and expected to be vested at end of year | 1,241,716 | |
Options vested at end of year | 517,153 | |
Weighted average exercise price per share | ||
Options outstanding at beginning of 2015 (in dollars per share) | $ 3.54 | |
Options granted (in dollars per share) | 5.74 | |
Options expired (in dollars per share) | 2.29 | |
Options forfeited (in dollars per share) | 2.57 | |
Options outstanding at end of year ( in dollars per share) | 4.39 | $ 3.54 |
Options vested and expected to be vested at end of year (in dollars per share) | 4.39 | |
Options vested at end of year (in dollars per share) | $ 2.57 | |
Weighted average remaining contractual term | ||
Weighted average remaining contractual life, Outstanding | 5 years 9 months 11 days | 5 years 8 months 1 day |
Weighted average remaining contractual life, Vested and expected to be vested | 5 years 9 months 4 days | |
Weighted average remaining contractual life, Vested | 4 years 1 month 17 days | |
Aggregate intrinsic value | ||
Aggregate intrinsic value, Outstanding at the beginning of the period | $ 2,180 | |
Aggregate intrinsic value, Outstanding at the end of the period | 8,990 | $ 2,180 |
Aggregate intrinsic value, Vested and expected to be vested | 8,840 | |
Aggregate intrinsic value, Vested | $ 8,840 |
SHAREHOLDERS' EQUITY (DEFICIT54
SHAREHOLDERS' EQUITY (DEFICIT) - OPTIONS OUTSTANDING BY EXERCISE RANGE (Details) - Stock options, employees and directors | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Options Outstanding | |
Number of options outstanding | 1,249,898 |
Weighted average remaining contractual term | 5 years 9 months 4 days |
Options Exercisable | |
Number of options exercisable | 517,153 |
Weighted average remaining contractual term | 4 years 1 month 17 days |
0 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 0 |
Options Outstanding | |
Number of options outstanding | 2,713 |
Weighted average remaining contractual term | 2 years 10 months 24 days |
Options Exercisable | |
Number of options exercisable | 2,713 |
Weighted average remaining contractual term | 2 years 10 months 24 days |
3 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 3 |
Options Outstanding | |
Number of options outstanding | 600 |
Weighted average remaining contractual term | 9 years 10 months 13 days |
3.61 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 3.61 |
Options Outstanding | |
Number of options outstanding | 775,624 |
Weighted average remaining contractual term | 4 years 7 months 21 days |
Options Exercisable | |
Number of options exercisable | 514,440 |
Weighted average remaining contractual term | 4 years 1 month 21 days |
3.96 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 3.96 |
Options Outstanding | |
Number of options outstanding | 7,750 |
Weighted average remaining contractual term | 5 years 9 months 15 days |
4.38 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 4.38 |
Options Outstanding | |
Number of options outstanding | 3,500 |
Weighted average remaining contractual term | 9 years 6 months 29 days |
5.55 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 5.55 |
Options Outstanding | |
Number of options outstanding | 5,000 |
Weighted average remaining contractual term | 9 years 6 months 29 days |
5.60 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 5.60 |
Options Outstanding | |
Number of options outstanding | 200,100 |
Weighted average remaining contractual term | 9 years 7 months 10 days |
5.84 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 5.84 |
Options Outstanding | |
Number of options outstanding | 248,798 |
Weighted average remaining contractual term | 5 years 11 months 23 days |
7.45 | |
Options outstanding by exercise range | |
Range of Exercise Price (in dollars per share) | $ / shares | $ 7.45 |
Options Outstanding | |
Number of options outstanding | 5,813 |
Weighted average remaining contractual term | 8 years 10 months 6 days |
SHAREHOLDERS' EQUITY (DEFICIT55
SHAREHOLDERS' EQUITY (DEFICIT) - FAIR VALUE ASSUMPTIONS FOR OPTIONS GRANTED (Details) - Stock options, all inclusive recipients - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation | ||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 3.02 | $ 1.69 |
Total unrecognized compensation cost related to non-vested stock option awards | $ 1,429 | |
Weighted average period for recognition of compensation cost related to unvested stock awards | 2 years 22 days | |
Assumptions used to estimate the fair values of options granted | ||
Volatility rate, minimum (as a percent) | 61.10% | 55.77% |
Volatility rate, maximum (as a percent) | 61.49% | 59.62% |
Risk-free interest rate, minimum (as a percent) | 1.17% | 1.19% |
Risk-free interest rate, maximum (as a percent) | 1.97% | 1.60% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Minimum | ||
Assumptions used to estimate the fair values of options granted | ||
Expected life (in years) | 4 years 3 months 29 days | 3 years 6 months |
Maximum | ||
Assumptions used to estimate the fair values of options granted | ||
Expected life (in years) | 5 years 10 months 28 days | 4 years 6 months 7 days |
SHAREHOLDERS' EQUITY (DEFICIT56
SHAREHOLDERS' EQUITY (DEFICIT) - COMPENSATION COST RELATED TO EQUITY-BASED AWARDS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation costs | ||
Allocated share based compensation expense | $ 583 | $ 233 |
Research and development | ||
Stock-based compensation costs | ||
Allocated share based compensation expense | 145 | 72 |
Marketing | ||
Stock-based compensation costs | ||
Allocated share based compensation expense | 11 | 30 |
Selling, general and administrative | ||
Stock-based compensation costs | ||
Allocated share based compensation expense | $ 427 | $ 131 |
SELECTED STATEMENTS OF COMPRE57
SELECTED STATEMENTS OF COMPREHENSIVE LOSS - Revenue and Long lived assets (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | |
Revenues from external customers and long-lived assets | ||
Number of Operating Segments | segment | 1 | |
Geographic Areas, Revenues from External Customers | ||
Licensing revenues | $ 869 | |
Geographic Areas, Long-Lived Assets | ||
Long-Lived Assets | $ 2,583 | $ 1,374 |
Customer Concentration Risk | Sales Revenue, Net | ||
Geographic Areas, Long-Lived Assets | ||
Sales to a single customer exceeding 10%: | 100.00% | |
Europe | ||
Geographic Areas, Revenues from External Customers | ||
Licensing revenues | $ 869 | |
Israel | ||
Geographic Areas, Long-Lived Assets | ||
Long-Lived Assets | 372 | 433 |
United States | ||
Geographic Areas, Long-Lived Assets | ||
Long-Lived Assets | 380 | 135 |
Japan | ||
Geographic Areas, Long-Lived Assets | ||
Long-Lived Assets | 116 | |
United Kingdom | ||
Geographic Areas, Long-Lived Assets | ||
Long-Lived Assets | 1,466 | 631 |
France | ||
Geographic Areas, Long-Lived Assets | ||
Long-Lived Assets | 61 | $ 59 |
Switzerland | ||
Geographic Areas, Long-Lived Assets | ||
Long-Lived Assets | $ 304 |
SELECTED STATEMENTS OF COMPRE58
SELECTED STATEMENTS OF COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Financial expense (income), net: | ||
Interest expense and bank fees | $ 77 | $ 76 |
Interest income | (50) | |
Revaluation of fair value of warrants to purchase Convertible Preferred Shares | (40) | 2,927 |
Foreign currency translation adjustments | (75) | (8) |
Financial expenses (income), net | (88) | 2,995 |
Numerator: | ||
Net loss | 24,971 | 19,040 |
Dividends accumulated for the period | 988 | 3,124 |
Net loss available to shareholders of Ordinary shares | $ 25,959 | $ 22,164 |
Denominator: | ||
Weighted average number of Ordinary Shares used in computing basic and diluted net loss per share | 10,593,227 | 501,968 |
Preferred stock dividend rate (as a percent) | 8.00% |